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Terms of Use

Terms of Use

Updated: August 2023

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (THIS “AGREEMENT”), SET FORTH THE TERMS OF YOUR USE OF THE “SERVICES” (DEFINED BELOW) OF GRIT CAPITAL CORPORATION (“GRIT CAPITAL,” “WE,” “US,” AND/OR “OUR”). THIS IS A BINDING CONTRACT BETWEEN “YOU”, AS A “USER” OF THE SERVICES (“YOU,” “YOUR,” AND/OR “USER”) AND GRIT CAPITAL, THE PROVIDER OF THE SERVICES. THIS AGREEMENT INCORPORATES BY REFERENCE ANY OTHER RULES OR GUIDELINES POSTED REGARDING OUR SERVICES (EACH, AN “ANNEX”), AS MAY BE AMENDED BY US FROM TIME TO TIME.

IF YOU ACCESS, PURCHASE AND/OR USE OF ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY AND TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE ANY OF THE SERVICES AND MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

SOME OF THE SERVICES ARE DELIVERED ELECTRONICALLY, AND MAY INCLUDE ELECTRONIC TRANSACTIONS. BY ACCESSING AND/OR USING THE SERVICES, YOU AGREE THAT YOU WILL BE BOUND BY ANY ELECTRONIC SUBMISSIONS, COMMUNICATIONS OR TRANSACTIONS MADE USING YOUR “CREDENTIALS” (DEFINED BELOW), INCLUDING YOUR ACCEPTANCE OF THIS AGREEMENT, AND YOU CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US, INCLUDING, BUT NOT LIMITED TO, NOTICES OF CANCELLATION AND RENEWALS, POLICIES, CONTRACTS AND APPLICATIONS.

OUR PRIVACY POLICY [ADD HYPERLINK] AND ITS TERMS AND PROVISIONS ARE INCORPORATED INTO THIS AGREEMENT AND DESCRIBE OUR COLLECTION AND USE OF PERSONAL INFORMATION IN CONNECTION WITH YOUR ACCESSING AND USING OUR SERVICES OR PLATFORMS (AS DEFINED BELOW). OUR PRIVACY POLICY IS AVAILABLE AT [INCLUDE WEB ADDRESS].

1. CHANGES TO THIS AGREEMENT

We reserve the right, in our sole discretion, to change, modify and/or revise this Agreement (including any Annex) at any time. Any such changes are effective immediately upon our posting of the amended Agreement (with its updated date) or other notice to you. You agree that your continued access or use of the Services following such posting constitutes acceptance of the Agreement as amended. Note that when we add to or modify a “Premium Service” (defined below), we may modify this Agreement with respect to such Premium Service. If you have the Agreement cached on a browser, the applicable Agreement is the most recent version of the Agreement that appears on a non-cached browser. You should review the Agreement on our “Platforms” (defined below) frequently.

2. THE SERVICES

The Services include our written and digital publications and materials, websites (including, but not limited to, www.gritcap.io, https://grit-alpha.beehiiv.com/) and our mobile applications, social media accounts (including but not limited to Instagram, Twitter, Linkedin, TikTok, YouTube, SnapChat, Facebook and Threads) and all other online and other platforms (collectively, the “Platforms”), and all “Content” (defined below) displayed on or delivered through the Platforms, and memberships (collectively, the “Services”). “Content” means all data, information, research, e-letters, newsletters, digests, articles and blogs, news aggregate services, emails, images, graphs, videos, podcasts, webinars, conferences, books, audio (including, but not limited to, access to conference calls), software, analytic tools, and any visual, audio or digital content that we make available on or through a Platform. The Services include certain Services provided free of charge (“Free Services”) as well as Services for which you must pay a one-time fee, subscription fee, maintenance fee or other fee in order to have access, including, but not limited to, our premium Content and memberships (collectively “Premium Services”). The terms of this Agreement apply to both Free Services and, where expressly indicated below, to the applicable Premium Services. For the avoidance of doubt, this Agreement applies to Services that we make available on or through a Platform that may be accessed by a User to whom we have issued Credentials (defined below), as well as those Services made available by email, on or through Platforms that do not require Credentials, or through other processes, mediums or channels.

This Agreement applies to all Services, whether purchased or used separately or as part of a membership package or any solution or bundled package of Services. If you purchase or use Services that are sold or otherwise provided together as a solution or bundled package (as opposed to your purchasing or using Services separately), termination of any part of the Services will result in the termination of all Services provided as part of the solution or bundled package. See Section 12 for additional details on this subject.

3. DISCLAIMERS CONCERNING THE CONTENT WE PROVIDE

You acknowledge and agree to the following:

Grit Capital Corporation is a publisher of financial information, not an investment advisor. We rely upon the “publisher’s exclusion” from the definition of investment advisor under Section 202(a)(11)(D) of the Investment Advisors Act of 1940 and corresponding state securities laws. We also rely on the exemption from registration under Section 34 of the Securities Act (Ontario) and its equivalents in other Canadian jurisdictions. We do not provide personalized or individualized investment advice or advice that is tailored to the needs of any particular recipient. Any information provided as part of the Services is impersonal and not specific to any person’s investment needs. You acknowledge and agree that no Content published or otherwise provided as part of any Service constitutes a personalized recommendation or advice regarding the suitability of, or advisability of investing in, purchasing or selling any particular investment, security, portfolio, commodity, transaction or investment strategy. To the extent that any of the Content may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person;
No statement or expression of opinion, or any other matter herein, directly or indirectly, is an offer or the solicitation of an offer to buy or sell the securities or financial instruments mentioned. While we believe the sources of information to be reliable, we in no way represent or guarantee the accuracy of the statements made herein. Grit Capital Corporation does not provide individual investment counseling, act as an advisor, or individually advocate the purchase or sale of any security or investment. You assume the entire cost and risk of any investing or trading you choose to undertake. You are solely responsible for making your own investment decisions;
Grit Capital Corporation is NOT a registered investment advisor or dealer. Users should not view the Services as offering personalized legal or investment counseling. Investments discussed in the Services should only be made/considered after consulting with your investment advisor and only after reviewing the prospectus, other offering materials or financial statements of the issuer in question;
The Content provided on our Platforms through the Services are not to be regarded as investment advice, but are for general informational purposes only. Investing involves risk, so caution must always be utilized. We cannot guarantee profits or freedom from loss. You assume the entire cost and risk of any investing or trading you may choose to undertake. You are solely responsible for making your own investment decisions. Grit Capital Corporation, and its representatives, personnel, principals, moderators, members, editorial staff, employees or independent contractors (collectively, “Our Representatives”), ARE NOT registered as securities broker dealers or investment advisors either with the U.S. Securities and Exchange Commission or with any securities regulatory authority in Canada or otherwise;
None of Our Representatives will provide you with personalized advice regarding the value or suitability of, or advisability of investing in, purchasing or selling, any particular investment, security, portfolio, commodity, transaction, investment strategy or any other matter, and you further agree not to request or contact us for such advice;
From time to time the Services provide the opinion and commentary of Our Representatives, as well as well as opinion and commentary of third parties that are not controlled by Grit Capital, including, but not limited to, interviewees, guests, analysts and other third-party Content providers (collectively, “Outside Contributors”), as well as opinions and commentary provided in the products and services of our affiliates. The Services may contain opinions and commentary with regard to investments that may differ from opinions and commentary provided by and in other Services, Outside Contributors and/or our affiliates. The Services and/or Content are not to be used or construed as a recommendation or offer to buy or sell, or a solicitation of an offer to buy or sell, any security, company, financial product or instrument, or to participate in any particular investment strategy, by any of the “Grit Capital Entities” (defined below) or any third party. The Services and all Content are for informational purposes only and are not intended to provide you with tax, legal, investment or accounting advice. None of Grit Capital Entities shall be liable for any investment decisions based upon or results obtained from the Services and/or Content. Trading in investments involves risk and volatility, and any of the investments discussed in the Services may lose their value after purchase. Past investment results are not necessarily indicative of future performance;
Although we have certain trading restrictions for Our Representatives relating to investments or securities that are recommended in the Services, from time to time, one or more Outside Contributors or their affiliates may have a position in the investment or securities written about in the Services. In cases where the position is held at the time of publication, Outside Contributors may make a related disclosure; however, Grit Capital has no duty or obligation to investigate or determine whether Outside Contributors or their affiliates hold a position in an investment or security written about in the Services or to ensure that Outside Contributors make any such disclosure. In addition, Outside Contributors may be subject to certain restrictions on trading for their own account. In addition, certain of Our Representatives and other persons from our affiliates may, from time to time, have positions in, or buy or sell, the investments, securities or derivatives thereof that are referenced in the Content and may take positions inconsistent with the views expressed therein;
Where Services and/or Content provided by Grit Capital consists of pricing or performance data, such data has been obtained from third-party sources reasonably believed to be reliable. However, the accuracy, completeness or timeliness of any such data or data calculations that are provided by a “Third Party Provider” (defined below) are not guaranteed by such “Third-Party Providers” or by Grit Capital, or any other third party. You acknowledge and agree that we do not have control over the quality, accuracy, completeness, veracity or legality of any portion of our Content that is provided by Third-Party Providers or Outside Contributors;
From time to time, reference may be made in our marketing materials to prior articles and opinions we have published. These references may be selective, may reference only a portion of an article or recommendation, and may not be current. As markets change continuously, previously published information and data may not be current and should not be relied upon;
When U.S., Canada, international, cryptocurrency and/or other similar exchanges are open, any quotes that we may provide through our Platforms are delayed (other than those obtained through any real-time quote services we make available to users of certain Services). When such exchanges are not open, quotes are only current as of the close of the last day of trading. You acknowledge and agree that neither Grit Capital nor any Third-Party Provider of these quotes or related data shall be liable to you or any third party for any damage or loss resulting from your reliance or trading on the quotes, information or data contained or referenced in the Content or Services;
To the extent any of the Services involve a model portfolio of investments, such portfolio provides investment ideas and/or provides information regarding investments, and is chosen by Our Representatives or Outside Contributors in accordance with our or their stated investment strategy and is for informational purposes only. Your actual results may differ from results reported for the portfolio for many reasons, including, but not limited to, trading commissions or pricing differences due to timing of a purchase or sale of an investment in the portfolio; and
The information, research and opinions and other Content that Grit Capital provides as part of the Services are obtained or derived from sources believed to be reliable, but we cannot guarantee their accuracy and completeness nor the opinions based thereon. You should not rely solely upon such information, research and opinions for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified investment professional before you make any investment. None of the information provided as part of our Services constitutes, or is intended to constitute, a recommendation by us of any particular security or other investment or trading strategy or a determination by us that any security or other investment or trading strategy is suitable for any specific person. Investing in securities or other investments, including those chosen in any of Grit Capital’s model portfolio products or in any of the other Services, is speculative in nature and involves substantial risk of loss of the money invested.

4. CONTENT

We reserve the right to change, modify or discontinue any Content or any portion or feature of the Services. Such changes may include, but are not limited to, adding or removing particular Outside Contributors or Our Representatives, ceasing to provide access to a Service (and/or providing an alternative Service to you as a replacement), or changing the terms of engagement for a Service. We may make these changes or modifications at our sole discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you. You agree that Grit Capital shall not be liable to you or any third party for any such change or modification of the Content and/or Services and that your continued access or use of the changed or modified Content and/or Services, and/or continued access to the changed or modified Content and/or Services, constitutes your acceptance of any such changes or modifications to such Content and/or Services.

Certain Content or features of the Services that we provide or make available to you may be subject to, in addition to the terms and conditions set out in this Agreement, their own specific terms and conditions that you agree to when you sign up for, or use, that particular product, Content, function, or service (“Specific Terms of Service”). Specific Terms of Services may be described in an Annex to this Agreement and/or may be provided to you through the Services at the time you elect to sign up for, or use, that particular Service. Each Specific Terms of Service supplements and is made part of this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the Specific Terms of Service will control but only with respect to the applicable Service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force.

5. LICENSE; USER REPRESENTATIONS AND WARRANTIES

A. LICENSE TO USE THE SERVICES

Grit Capital grants to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Services, and to use the Content provided within each Service, in each case solely to the extent expressly permitted hereunder and solely for your own personal, non-commercial purposes. Your right to use the Content is limited to downloading and/or printing one (1) copy of any Content for your own personal, non-commercial use. If you download or print a copy of the Content for personal use, you must retain (and must not remove, delete, efface, alter, obscure or otherwise change) any and all copyright, trademark, patent and other proprietary symbols, notices, mark or contained therein or relating therewith. You shall not, nor permit any other third party to, use, copy, disclose, share or redistribute any Content that you access, use or that we otherwise make available to you through the Services or any applicable Platform for any purpose other than as set out in this Section 5(A), and, for certainty, under no circumstances may you rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Content and/or the Services to a third party, including in connection with or through the internet, or otherwise on a time-sharing, service bureau, software as a service or cloud basis, You acknowledge that you do not acquire any ownership rights by accessing or using the Services or Content. or provide access to any Service, or copy, disclose, share or redistribute any such Content to any third party for any other use. Grit Capital reserves all rights not expressly granted in and to the Services and/or the Content.

B. USER REPRESENTATIONS & WARRANTIES AND USE RESTRICTIONS

In consideration of your use of the Services and/or the Platforms, you hereby represent, warrant and covenant to us as follows (whereby you agree that your failure to perform these responsibilities shall be deemed a material breach of this Agreement):

You can form legally binding contracts under applicable law and are not a person barred from receiving the Services under the laws of the United States, Canada or other applicable jurisdictions;
You are at least eighteen (18) years old or the age of majority in the jurisdiction in which you reside so that you can form a binding contract with Grit Capital, and are responsible for supervising the activities of any under-age User;
To your knowledge, there is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement;
Entering into this Agreement or otherwise purchasing, using or accessing the Content or Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default or result in a termination of, any agreement or instrument to which you are a party;
You have taken all actions required by applicable law and have obtained all consents which are necessary to authorize or enable you to enter into this Agreement and/or purchase, use or access the Services;
You will provide/maintain your User Account with current, accurate and updated information for registration purposes and for our use in contacting you regarding the Services and otherwise for notices and/or updates from us, and you will check such points of contact frequently throughout the term of this Agreement for notices and/or updates from us;
You shall not use the Content and/or Services in any manner that either directly or indirectly infringes, misappropriates or violates any rights of Grit Capital or any third party;
Your access and use of the Content and/or Services will in all respects conform to all applicable laws, rules and regulations and you accept sole and absolute liability for harm caused by the wrongful use of the Services;
You agree not to engage in any of the following prohibited activities: (A) copying, republishing, re-purposing distributing or disclosing any part of the Services and/or Content, in any medium, including, but not limited to, by any automated or non-automated “scraping”; (B) using any automated system, including, but not limited to, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Grit Capital servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that Grit Capital grants the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (C) transmitting spam, chain letters or other unsolicited communications; (D) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services; (E) taking any action against condition(s) that imposes or may impose an unreasonable or disproportionately large load on our infrastructure based on our sole discretion; (F) uploading invalid data, viruses, worms or other software agents through the Services; (G) collecting or harvesting any User’s personal information from the Services; (H) using the Services for any commercial solicitation purposes; (I) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (J) interfering with the proper working of the Services; (K) restricting or inhibiting any other User from using the Services, including, but not limited to, by means of “hacking” or blocking access to any portion of our Platform; (L) accessing any Content on the Services through any technology or means other than those provided or authorized by the Services; (M) bypassing the measures we may use to prevent or restrict access to the Services, including, but not limited to, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein; (N) disclosing or sharing Credentials; (O) modifying, adapting, sublicensing, translating, selling, reverse engineering, decompiling or disassembling any parts of the Services; (P) framing or linking to any information or Content on the Services; (Q) posting or submitting any inaccurate, incomplete or false biographical information or another person’s information; or (R) posting or submitting any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening or obscene as determined by Grit Capital in its sole discretion;
You are solely responsible for all statements made and acts or omissions that occur on your User Account;
A maximum of ONE log-in is allowed per User Account. This simultaneous login limit applies to the total number of concurrent logins at any given time regardless of device type (g., computers, tablets, mobile devices, etc.); and
You agree that you are solely responsible for contacting us, consistent with and pursuant to the terms of this Agreement, with notice of your decision to cancel or discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO US BY YOU, WE WILL ASSUME YOU ARE SATISFIED WITH AND ACCEPT ALL SERVICES, AND WE WILL BILL ANY RELATED SERVICE FEES DIRECTLY TO YOUR “PAYMENT ACCOUNT” (DEFINED BELOW).

We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof for any reason, with or without notice and without any liability to you or any third party, including if in our sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse in your use of the Services, if we believe that such suspension or termination is necessary for the security of the Services, Content or any “User Data” (defined below), or for no reason or for any other reason whatsoever.

You are solely responsible for your interactions, if any, with other Users. We reserve the right, but have no obligation, to monitor communications and disputes between you and other Users on our Platforms. Grit Capital shall have no responsibilities or obligations with respect of, nor any liability for, your interactions with other Users, or for your or any other User’s action or inaction. Grit Capital shall have no obligation to enforce this Agreement against any other User for you or on your behalf.

You shall be responsible for obtaining the requisite communication lines and internet connections to interface with the Services and you shall bear all risks of failing to make concurrent modifications to your devices and equipment.

You expressly waive any and all rights against Grit Capital and hold us harmless in connection with any claims relating to any action taken by us as part of our investigation or remediation of a suspected violation or result of our conclusion that a violation of this Agreement has occurred, including, but not limited to, the suspension or termination of your User Account.

6. REGISTRATION AND PRIVACY

A. REGISTRATION; CONFIDENTIALITY

In order to access certain Services, you must apply and register for an account for the Service via our website gritcap.io and/or Beehiiv Inc. (our third party host) (“User Account”). When you register for a User Account via our website gritcap.io and/or Beehiiv Inc. (our third party host), you will be issued a user ID, associated password, or other login credentials (“Credentials”), which will be assigned specifically to you. Grit Capital, in its sole discretion, may deny User Account registration to you for no reason or any other reason whatsoever.

Unless otherwise provided in this Agreement, you may only activate one (1) User Account. Grit Capital may rely on the accuracy of such information provided by you in your User Account and on any activity on the Service conducted through the use of Credentials.

You are solely responsible for maintaining strict confidentiality of your Credentials and ensuring that Credentials are used only by you and not used by or disclosed to any third party. All Users must keep their User Account passwords secure and we encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols). You must immediately notify Grit Capital in accordance with Section 16(J) when you become aware of any possible or suspected unauthorized use of your User Account, or any possible breach of security, including loss, theft or unauthorized disclosure of your Credentials. Upon receipt of the foregoing notice, Grit Capital may, in our sole discretion, undertake commercially reasonable efforts to suspend or disable the applicable Credentials and you shall be responsible for any actions taken prior to such notification. You are solely responsible for all activities that occur under your User Account whether by you or any other person. You agree that in no event shall Grit Capital be responsible for any losses directly or indirectly caused by the unauthorized use or misuse of your User Account or Credentials. You are not permitted to transfer to or re-sell your use of or access to the Services or Content to any third party.

B. PRIVACY

As indicated above, our Privacy Policy [add hyperlink] and its terms and provisions are incorporated into this Agreement and describe our collection and use of Personal Information in connection with your accessing and using our Services or Platforms. Our Privacy Policy is available at https://gritcap.io/c/privacy-policy.

7. TERMS APPLICABLE TO PREMIUM SERVICES

THE FOLLOWING PROVISIONS APPLY ONLY TO PREMIUM SERVICES. YOU SHOULD READ THIS AGREEMENT CLOSELY BEFORE YOU SUBSCRIBE TO A PREMIUM SERVICE.

A. SUBSCRIPTIONS, FEES AND PAYMENTS

Premium Services are made available on a subscription basis. As consideration for the Premium Services you purchase you agree to promptly pay Grit Capital (through our third party payment processor Stripe) all applicable prices and fees (collectively, the “Fees”) as designated in the related order process, with such Fees subject to change as provided in this Agreement. All Fees are due and payable by you immediately or upon ordering and are non-refundable, except as otherwise expressly provided in this Agreement, as required by applicable law, or as such Fees are billed by us under an invoice or order confirmation for Premium Services issued to you that expressly permits payment within thirty (30) days (or such other time period expressly set out in such invoice or order confirmation) after we have sent you such invoice or order confirmation.

We reserve the right, in our sole discretion, to change or modify the Fees, charges or other conditions related to your access or use of the Premium Services upon reasonable advance notice to you. You are responsible for the payment of, and accordingly agree to promptly pay, all applicable taxes to the Services or payments made by you hereunder including, but not limited to, sales tax, use tax, value added tax (“VAT”), and other taxes and governmental charges, whether federal, state, provincial, municipal or foreign as well as all other duties, levies and charges in relation to your purchase of Premium Services. All payments of Fees shall be made in United States dollars. Taxes will be calculated based on where you receive services determined by your User Account address. All taxes charged will be reflected in your invoice upon payment.

Our transaction processing, as administered by Stripe (our third party payment processor), is supported only in United States dollars and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. If the currency of your bank or credit card account is not in United States dollars, you may be charged exchange rate conversion fees by your bank or credit card company. In addition, due to time differences between (i) the time you complete the checkout process; (ii) the time the transaction is processed; and (iii) the time the transaction posts to your bank or credit card, the conversion rates may fluctuate and we make no representations or warranties that (a) the amount submitted to your bank or credit card for payment will be the same amount that is posted to your bank or credit card statement or (b) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank or credit card statement, and you agree to waive any and all claims against Grit Capital based upon such discrepancies (including any and all claims for a refund based on the foregoing). You acknowledge and agree that you may be charged VAT based on the country indicated in the User Account’s address information associated with your account.

Unless otherwise stipulated in the related order process, payment for the Premium Services are to be made via a charge to your credit card, bank account, or other payment methods we deem acceptable that you provide to us (the “Payment Account”). You are solely and absolutely responsible for any information related to the Payment Account that you provide to Grit Capital (including to Beehiiv Inc. (our third party host) and Stripe (our third party payment processor)), and must promptly inform us of any changes or updates to the method of payment. By submitting an order to purchase a Premium Service, you authorize us (including to Beehiiv Inc. (our third party host) and Stripe (our third party payment processor)), to charge the order to the Payment Account or to otherwise immediately bill you for such Premium Services. You acknowledge and agree that unless otherwise expressly stated in the order process or otherwise changed afterwards in accordance with the applicable process, all annual, monthly or other recurring Fees related to the Premium Services or otherwise referenced in this Agreement are to be recurring transactions that will be billed on an ongoing basis until such Premium Services are terminated in accordance with this Agreement. If you have provided billing information sufficient for automatic billing, then we will bill you automatically in accordance with the applicable billing frequency. You are obligated to pay for the full amount of the Agreement, even if such full amount is scheduled to be paid in installments. If you elect to pay for the Premium Services in installments, provided such a payment schedule is expressly permitted and accepted by us, all installments must be received on or before the applicable due date.

You agree to pay all Fees and other charges incurred in connection with your Payment Account (including, but not limited to, any applicable taxes) at the rates in effect when the charges were incurred. You agree to pay all amounts due upon our demand. Without limiting any of Grit Capital’s rights hereunder, should any Fee payment become delinquent, we may suspend or cancel your Services; provided, however, related charges will continue to accrue. You acknowledge and agree that Grit Capital is not responsible whatsoever for any effect the suspension of Services might have on you or any third party. If Grit Capital provides any Service discount to you and you default on payments or obligations as outlined herein, Grit Capital may rescind all discounts and require full payment for the Services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by applicable law, whichever is less. Grit Capital further reserves the right to refer any amounts owed hereunder to a third party for collection in the event of default. In the event your account is sent to collection, you agree to pay all costs of collection, including costs, litigation and attorneys’ fees. A collection fee may be charged for all dishonored checks. Moreover, an additional fee may also be assessed for the following reasons: (i) late payment; (ii) payment with insufficient funds; (iii) denied or invalid credit card number; or (iv) the re-starting or reinstating of Services terminated for nonpayment. Grit Capital will re-start or reinstate any such Service in our sole and absolute discretion and subject to our receipt of the applicable Fee.

If you pay for the Services by credit card or other applicable method, you permanently and irrevocably waive any and all right to enact an improper “chargeback” (that is, a disputed, reversed or contested charge with the applicable bank card, credit card or other payment method) against these Fee payments for any reason whatsoever against Grit Capital. If for any reason Grit Capital is unable to charge your Payment Account for the full amount of the Fee owed for the Services provided, or if we receive notification of an improper chargeback, reversal, payment dispute or are charged a penalty for any Fee previously charged to your Payment Account, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any or all of your Services. We (including to Beehiiv Inc. (our third party host) and Stripe (our third party payment processor)), also reserve the right to charge you reasonable “administrative fees” or “processing fees” for (i) additional tasks we may perform outside the normal scope of the Services; (ii) additional time and/or costs we may incur in providing the Services, and/or (iii) your noncompliance with this Agreement (as determined by us in our sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to: (i) customer service issues that require additional personal time or attention; (ii) recouping any and all costs and fees incurred by Grit Capital as the result of improper chargebacks or other payment disputes brought by you, your bank or other payment method processor. These administrative fees or processing fees will be billed to the Payment Account.

Information regarding current subscription rates for our Premium Services can be found HERE or by contacting us at [email protected]

YOU UNDERSTAND AND AGREE THAT ALL FEES ARE NONREFUNDABLE AND THAT GRIT CAPITAL MAY CHANGE ANY PRICE, FEE, RATE OR PLAN AT ANY TIME UPON NOTICE TO CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT.

B. TERM; SUBSCRIPTION RENEWALS

Your subscription will continue for the period referenced during registration (the “Term”), and renew automatically at the end of the Term, unless you notify us that you are not renewing your subscription by contacting us at [email protected] or by another designated cancellation method. You must notify us by using one of the foregoing methods at least 5 days before the renewal date in order to avoid being charged for the renewal of your subscription. You may not notify us of a decision not to renew your subscription by any other means. No action by you or your failure to notify us as stated above will result in the then-applicable monthly, periodic or annual subscription Fee being billed automatically to your Payment Account. Please note that in connection with recurring billing for subscription renewals for such Premium Services, you authorize Grit Capital to bill the payment method(s) associated with your Payment Account, regardless of whether information associated with your subscription has changed, such as the expiration date of the credit card with which you initially subscribed.

Services to which you subscribe to on a recurring basis will automatically renew on a recurring basis until the Agreement is properly terminated in accordance with its terms. You agree that if you are enrolled in or otherwise utilizing our automatic renewal service, your applicable Services will renew upon the expiration of the then current Term, unless you notify us that you are not renewing your subscription or have otherwise turned off the automatic renewal service no less than ninety (90) days prior to the expiration of the then current Term. You further agree that, to turn off the automatic renewal service for any of your Services, you must contact [email protected] or through your User Account associated with the applicable Services. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then current term of the Services, and that we are authorized to charge your Payment Account for the renewal of the Services. In any event, you are solely and absolutely responsible for the credit card or payment information you provide to Grit Capital (through our third party payment processor, Stripe) and must promptly inform us of any changes (through Stripe) thereto (e.g., change of expiration date or account number). Grit does not receive or store credit card information. All payments are done through our third party payment processor Stripe. You acknowledge and agree that Grit Capital may extend the expiration date on your credit card on file with us in order to protect against unwanted expiration of your Services and to allow for the automatic renewal thereof.

In the event that you are not enrolled in our automatic renewal service, or have opted out of the automatic renewal service, and want to renew your Services, you acknowledge and agree you are responsible for actively renewing your Services and you further assume all risk and consequences of not enrolling in the automatic renewal service. If any Service is not successfully renewed prior to the expiration of its then current Term, all your rights to access and use such Service will terminate upon the expiry thereof, and we will have no obligation to provide you with access or use of a Service once its Term has expired. You are solely and absolutely responsible for ensuring the Services are renewed if you would like to continue accessing and using the Services following the expiration of their applicable Terms. We shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the Services whether due to you, us or a third party. In order to process a renewal under our automatic renewal service, we may receive information from financial institutions or use third-party vendors for the purpose of updating the expiration date and account number of your credit card or other payment method on file relating to you Payment Account. Such financial institutions and third-party vendors maintain relationships with various credit card issuers and may be able to provide us with the updated information relating to your Payment Account by comparing the information we have on file with the information the financial institution or third-party vendor has on file. By using our automatic renewal service, you acknowledge and agree that we may share your credit card or other payment method information relating to you Payment Account with such financial institutions or third-party vendors for the purpose of obtaining any updates to your credit card expiration date, account number or any other information relating to your Payment Account.

C. CANCELLATION; REFUNDS

To cancel certain purchases of Grit Capital products or Free Services, you may cancel by changing your preferences in your User Account, contacting us at [email protected]. Premium Services may be cancelled as set forth below.

During any free trial portion of your subscription you may cancel your subscription to the Premium Service at any time and not be billed by notifying us as described above. You must cancel five (5) day before the free trial period expires in order to avoid being converted to a paid subscription.

When your initial subscription commences (which occurs at the expiration of your free trial, or if you are not receiving a free trial, upon your registration for a subscription) your Payment Account will be billed the applicable subscription Fee and your paid subscription will commence. Once your initial subscription commences, we do not provide refunds for initial orders or recurring monthly payments. If you cancel your monthly subscription for a specific Premium Service, you will not receive a refund or reimbursement of your monthly subscription Fee; however, you will not be charged any future monthly subscription Fees relating to such Service. If you are a User for a Term longer than a month (including, but not limited to, annual subscriptions) and you cancel within the first thirty (30) days of your initial subscription, you may receive a refund of your subscription fee minus the equivalent of one-month pro-rated charge. Please note that if you cancel your subscription at any time after the first thirty (30) day period of your initial subscription for which the Term is longer than one (1) month, you will not be entitled to any refund or reimbursement on account of the cancellation of your subscription, regardless of whether you have used your subscription.

You can cancel your subscription by contacting us at [email protected] or by any other designated cancellation method. You may not cancel a subscription by any other means. If you are entitled to a refund, we will seek to credit your Payment Account within thirty (30) business days following your mandatory notification to us.

30-Day Refund Policy For Annual Subscribers

At GRIT, we strive to deliver top-tier financial insights and investment ideas. However, we understand that our content may not be a fit for everyone. That's why we offer a 30-day refund policy for our newsletter subscribers who have subscribed for an annual subscription ONLY.

If you're not completely satisfied with your subscription, you may request a refund within 30 days of your subscription purchase date. To do this, send an email to [email protected] (with the subject line "Refund". In the email body, please include the reason for your refund request.

Our team will review your request promptly and process your refund if it falls within the 30-day period. Please allow a few business days for the refund to be processed and appear in your account.

We value your feedback and will use it to improve our services. Thank you for giving GRIT a try!

8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

Except as otherwise set forth herein, all right, title and interest in and to: (A) the Services and the Content; (B) all registered and unregistered trademarks, service marks and logos; (C) all trade secrets, proprietary information, our confidential information, and know-how; (D) all registered and unregistered copyrights including, but not limited to, any text, video, audio, forms, images, displays, and software; (E) “Processed Data” (defined below); (F) “Activity Metadata” (defined below), (G) “Feedback” (defined below), and (H) all other intellectual property, proprietary rights or other rights related to tangible or intangible property which are used, developed, comprising, embodied in or practiced in connection with any of the Services identified herein (collectively, “Grit Capital Intellectual Property Rights”) are owned by Grit Capital and/or its Outside Contributors, and you agree to make no claim of interest in or ownership of any such Grit Capital Intellectual Property Rights. You acknowledge and agree that no title to the Grit Capital Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in any of the Content or Services, other than the rights expressly granted in this Agreement. The right, title, and interest to the User Data is owned by you.

Except as otherwise provided herein, you may access and use the Content, and download and/or print out one copy of the Content solely for your personal, non-commercial use, provided that any material copied remains intact and includes the following notice: “Copyright [applicable year]. Grit Capital Corporation. All rights reserved.” Any other copying, distribution, storing, or transmission of any kind, or any commercial use of the Content, is prohibited without our prior written permission. That means you may not sell, transfer or barter your subscription, our Services or Content, or any individual publication. You acknowledge and agree that you do not acquire any ownership rights in the Content by using the Services. You agree not to create any modification or derivative work based on or containing the Services and/or Content.

“Grit Capital” and certain other marks used on the Services are trademarks and/or service marks of Grit Capital. All other trademarks, service marks, and logos used on the Services are the trademarks, service marks, or logos of their respective owners.

If you provide any feedback or suggest any changes or modifications to any Service (“Feedback”), as between you and Grit Capital, Grit Capital will own all right, title, and interest in, and shall have all rights to use, such Feedback. Accordingly, you hereby irrevocably assign to us all rights, title, and interests in and to the Feedback and agree to provide us any assistance we may require to document, perfect and maintain our rights in the Feedback. Further, you represent and warrant to us that you have the requisite rights, permits and authorizations to assign all such rights, title and interests in and to such Feedback to us. You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Service. You agree that any derivative or transformed data derived by us in whole or part from User Data that does not include your personal information (“Processed Data”) shall be the exclusive property of Grit Capital, and nothing herein shall limit our use or exploitation thereof.

You acknowledge and agree that we have the right, but do not have the obligation, to access, archive or monitor metadata generated by your activity in using the Services, including as reasonably necessary to operate, maintain, improve and develop the Services and provide the Services to you or other Users, including to ensure service quality, to evaluate and maintain the Services and the security thereof, and to evaluate compliance with this Agreement, applicable laws, rules or regulations (“Activity Metadata”).

9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES (AND ANY RELATED CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS) IS SOLELY AND ENTIRELY AT YOUR OWN RISK AND THAT THE SERVICES (AND ANY RELATED CONTENT) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PROVIDES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT (INCLUDING, BUT NOT LIKMITED TO, ANY INVESTMENT RESULTS, PROFITS, LOSSES, RETURNS, PERFORMANCE OR OTHER OUTCOMES), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE COMPLETE, ADEQUATE, TIMELY, ACCURATE, ERROR FREE, SECURE OR FREE OF VIRUSES, WORMS, MALICIOUS CODE, TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GRIT CAPITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OUTSIDE CONTRIBUTORS, THIRD-PARTY PROVIDERS, CONTRACTORS, SUPPLIERS, LICENSORS, ADVERTISERS AND AGENTS (COLLECTIVELY, THE “GRIT CAPITAL ENTITIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.

10. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE GRIT CAPITAL ENTITIES ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, YOUR ACCESS TO OR USE OF THE SERVICES AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS, FOR ANY LOST PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT THE GRIT CAPITAL ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED “INDEMNIFICATION” (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL GRIT CAPITAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION — WHETHER IN CONTRACT, EQUITY, TORT OR OTHERWISE — EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF THE APPLICABLE SERVICE OR CONTENT DURING THE CURRENT CALENDAR YEAR OF YOUR SUBSCRIPTION TERM IN RESPECT OF SUCH SERVICE OR CONTENT.

The commencement of any action or proceeding on any claim regarding the Services must be brought by you within one (1) year from when the claim arose. The foregoing limitation shall not apply to actions brought against you for indemnification.

11. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Grit Capital Entities, their current and former officers, directors, employees, agents and representatives and their successors and assignees from and against any and all liabilities, claims (including, but not limited to, third-party claims), damages, losses, costs (including reasonable attorneys’ fees), or other expenses associated with or incurred as a result of or from:

Your breach of your warranties, representations and obligations under this Agreement;

Your failure to perform in accordance with this Agreement;

Your use of the Services in any way other than its normal way or in a way not required or recommended by us;

Your violation of the rights of any third party;

Your registration or use of a User Account; or

the actual or alleged infringement of any third-party proprietary or intellectual property right arising out of the unauthorized use of the Services.

If any Service which is subject to this indemnity is claimed, alleged or determined to infringe a patent issued to, or a copyright registered by, or either owned by or licensed to, any third party, Grit Capital shall have the right and option to modify the Services to avoid such infringement. If, in our sole opinion, such modification cannot practicably be accomplished to avoid such infringement, we shall have the right to terminate this Agreement without liability on the part of any Grit Capital Entity to you. In the event your purchase of a Premium Service is terminated under this paragraph, we will refund to you the full price for any unused portion of such Premium Service. In such an event, Grit Capital shall have the right in our sole discretion to elect to defend against or to settle any such third-party claim or third-party suit. You shall, at Grit Capital’s request, but at our expense, cooperate with us and provide assistance and information with respect to any such claim or suit. We shall have the right to select counsel, at our expense, to defend against any such claim or suit. If you shall also elect to be represented by your chosen counsel, you shall pay the fees and expense of such counsel. You must receive Grit Capital’s prior written consent regarding, and in advance of, any related settlement.

This defense and indemnification obligation shall survive this Agreement and your use of the Services.

12. TERMINATION

A. GENERAL

Without limiting the foregoing, Grit Capital may terminate this Agreement immediately for any or no reason whatsoever and with or without notice to you (including by terminating your User Account, Credentials and/or access to any Service) if: (i) Grit Capital believes in its sole discretion that the Services are being used in violation of this Agreement or applicable law; (ii) Grit Capital believes in its sole discretion that your use of any Service interferes with the normal operations of the Service or creates any threat to the security of the Service, Platform, or the Content of any other User of the Service; (iii) Grit Capital becomes aware of what it, in its sole discretion, deems a credible claim that the Service or any portion thereof infringes upon, misappropriates or violates any of the Grit Capital Intellectual Property Rights or the intellectual property rights of a third party; (iv) Grit Capital is required to do so by applicable law; (v) in the case of Free Services, Grit Capital reserves the right to terminate User Accounts related to Free Services that remain idle for a period of thirty (30) days or more; or (vi) in the event you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any Fees payable to Grit Capital. If you have questions about a payment made to us, contact us by email at [email protected] before filing a chargeback. Grit Capital reserves our right to dispute any chargeback. For the avoidance of doubt, if you purchase Premium Services which are sold together as a solution or bundled package of Services, any termination relating to any one Service or bundled package will terminate all Services included in such solution or bundled package, provided, however, that we may, in our sole discretion and subject to your agreement to be bound by this Agreement and to pay the applicable Fees, allow you to convert certain Services included in the bundled Services to stand-alone Services.

Without limiting Section 7(C), you may terminate the Agreement at any time, except that such termination does not relieve you from your obligation to pay any Fees for Premium Services for the remainder of the applicable Term.

B. EFFECT OF TERMINATION

Upon the effective date of termination, Grit Capital will no longer provide the Services to you, any licenses granted to you will immediately terminate, and you must cease using such Services immediately, and all rights and obligations of the parties hereunder shall terminate, except that Sections 2, 3, 4, 5.B, 8, 9, 10, 11, 12, 13, 14 and 16, as well as any right or obligation in the Agreement, which, by its express terms or nature and context is intended to survive expiration or termination of this Agreement, shall survive expiration or termination of this Agreement.

User agrees that if their User Account is so terminated pursuant to Sections 12(A)(i)-(iii), the User will not attempt to establish a new User Account or otherwise engage in infringing our copyrights or other intellectual property rights under any name, real or assumed.

In order to comply with applicable law or other recordkeeping practices in the ordinary course of our business, or to otherwise enforce our rights under this Agreement, we may retain indefinitely for our records a copy of any and all User Data. We are not responsible for maintaining any records on your behalf.

13. THIRD-PARTY PROVIDERS & THIRD-PARTY SITES

Grit Capital may retain affiliates and/or other third-party service providers to assist or support us in providing the Services (including, but not limited to, any security, technology, support, legal, compliance, administrative or similar function), and to assist with marketing and business development (including, but not limited to any merchandise referral programs) (each a “Third-Party Provider”).

The Services and/or the Content may contain links to third-party websites, advertisers, products, content, information, services or other events or activities that are not owned or controlled by Grit Capital (collectively, “Third-Party Sites”). We do not endorse or assume any responsibility for your access or use of any such Third-Party Site. If you access a Third-Party Site via a link on the Platform, the inclusion of any link to a Third-Party Site on the Platform does not imply that we endorse such Third-Party Site, and your access and/or use of the link and the Third-Party Site is done at your own risk. A Third-Party Site may have its own service agreement or other related terms and conditions, and it is solely your obligation to review, accept and abide by those service agreements or other related terms and conditions. You expressly agree that Grit Capital is not responsible or liable in any way for (i) the availability or accuracy of any such Third-Party Sites or (ii) the content, terms and conditions, policies, advertising, practices or products of any such Third-Party Sites. Additionally, your dealings with or participation in the promotions of any advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Grit Capital shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

Without limitation to any of the foregoing paragraphs under this section 13, you acknowledge that certain portions of the Content or features of the Service are owned by a Third-Party Provider (such Content or features, “Third-Party Materials”), and not Grit Capital, and are provided to you (as expressly described under this Agreement) on license terms and conditions that are in addition to and/or different from those contained in this Agreement or a Specific Terms of Service. Such Content or features may be provided under, and be subject to, the following third-party licenses:

Beehiiv: https://www.beehiiv.com/tou;

Stripe: https://stripe.com/en-ca/legal/end-users

If you do not agree to any of the foregoing licenses in respect of any such Third-Party Materials, you must not use and/or access any such Third-Party Materials.

14. GOVERNING LAW; VENUE

This Agreement is governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein, and you agree that any judicial proceeding, suit or other action relating to or arising under this Agreement, the Services or a breach of any User’s User Data, will be commenced only in a court of competent jurisdiction located in the City of Toronto, in the Province of Ontario. You consent to the personal and exclusive jurisdiction of such court and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non conveniens, or to otherwise seek a change of venue. You agree to waive the right to trial by jury in any action that takes place relating to or arising under this Agreement or the Services. You also agree to waive the right to file a class action claim relating to or arising under this Agreement or the Services.

In the event you bring a claim against Grit Capital in a foreign jurisdiction (a court other than in Toronto, Ontario), Grit Capital will move the court to dismiss such claim per your acceptance of this Agreement existing at the time of your purchase of, use of, or access to the Services and your continued use of the Services as evidence of acceptance of the Agreement and this Section.

The parties agree that the foregoing obligation is independent from all other obligations herein. You acknowledge that, in the event you commence a judicial proceeding in any court other than the courts in Toronto, Ontario as described herein, Grit Capital may incur costs and expenses, including attorneys’ fees, to enforce this provision. You expressly agree that you will reimburse Grit Capital for any such costs and expenses, including, but not limited to, attorneys’ fees incurred by us within ten (10) days of receiving a written demand from us for such reimbursement. You further agree that if you do not timely reimburse Grit Capital as previously described in this Section, you will be responsible for, and agree to pay, all costs and expenses, including, but not limited to, attorneys’ fees incurred by us in seeking to collect or recover from you the amount subject to reimbursement.

15. ADDITIONAL TERMS FOR SERVICES PROVIDED THROUGH A WEB OR MOBILE APP

With respect to any Services provided through a web or mobile app (an “App”), we grant you a limited, terminable, non-exclusive license to download and install a single copy of the App solely on your own computer or mobile device, for use solely to connect to and use the Services as permitted under this Agreement. This license is not transferable to any third party. On termination of this Agreement for any reason, including in the event you close your User Account, you will delete any downloaded or installed copies of the App.

You acknowledge that this Agreement is between Grit Capital and you, and not with the owner or operator of any app store through which the App is distributed (the “App Store Provider”). In addition to the terms of this Agreement, your use of the App and any Services provided through the App will be subject to the terms of any user agreement associated with the App Store Provider or other venue through which you downloaded or obtained the App.

Without limiting this Agreement: (a) Grit Capital is solely responsible for providing any maintenance and support services with respect to the Platform as provided in this Agreement or under applicable law, and the App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App or the associated Services; and (b) the App Store Provider is not responsible for any product warranties for the App or the Services.

Grit Capital and you acknowledge and agree that the App Store Provider is a third-party beneficiary of the provision of this Section and other provisions this Agreement applicable to the App Store Provider hereunder and upon your acceptance of the terms and conditions of this Agreement, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce such provisions of this Agreement against you as a third-party beneficiary thereof.

16. MISCELLANOUS

A. WAIVER

No waiver of any provision of this Agreement is effective unless it is in writing and signed by an authorized representative of Grit Capital. Our remedies under this Agreement are cumulative and not alternative, and the election of one remedy for a breach does not preclude the pursuit of other remedies. The failure of Grit Capital to require your performance of any Agreement provision does not affect the full right to require such performance at any time in the future. The waiver by Grit Capital of any rights arising out of any breach of any Agreement provision shall not be taken or held to be a waiver of the provision itself. Any failure by Grit Capital to enforce any of its rights under this Agreement or any applicable laws does not constitute a waiver of such right.

No party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of any rights arising out of a breach of this Agreement will constitute a waiver of rights relating to any prior or subsequent breach of this Agreement.

B. SEVERABILITY

If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law. This Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law and consistent with the original intention of the parties, and the remaining terms and provisions will remain in full force and effect.

C. FORCE MAJEURE

Under no circumstances shall Grit Capital be held liable for any cessation, interruption, delay or failure in performance of the Services or any obligations under this Agreement resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, Internet failures, computer equipment failures, telecommunication equipment failures, failures of internet service providers (ISPs) or cloud-hosting providers, other equipment failures, electrical power failures, strikes, labor disputes, lockouts or boycotts, riots, terrorism, insurrections, civil disturbances, shortages of labor or materials, viral pandemics, hurricanes, earthquakes, fire, floods, storms, natural disaster, explosions, acts of God, armed conflict, war, governmental actions, orders of domestic or foreign courts or tribunals.

D. ENTIRE AGREEMENT

This Agreement, as well as any additional Grit Capital agreements, terms and conditions, rules, policies and agreements (including the Privacy Policy), together with all modifications thereto, constitute the entire agreement between you and Grit Capital concerning your use of the Services and any other subject matter related to this Agreement. This Agreement supersedes and governs all prior proposals, agreements or other communications between you and Grit Capital (including, but not limited to, any prior versions of this Agreement). You may not waive, modify or supplement this Agreement, in whole or in part, except by written permission or amendment by Grit Capital.

E. TITLES AND HEADINGS; INTERPRETATION

The titles and headings of this Agreement are inserted for ease of reference only and do not affect in any way the meaning or interpretation of this Agreement. Also, in all references herein to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require.

F. ASSIGNMENT

You may not assign or transfer, either directly or through a third party, this Agreement or any of its interests, rights or obligations hereunder, without the prior written consent of Grit Capital. Any attempted assignment in violation of the foregoing provision will be null and void and of no force or effect whatsoever. We may assign our rights and obligations under this Agreement and may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without notice to you or your consent. Where applicable, this Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

G. AGENCY

This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between you and Grit Capital. No party has the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever. The relationship between you and Grit Capital is limited to the responsibilities and obligations of both parties as established in this entire Agreement.

H. NO THIRD-PARTY BENEFICIARIES

Except a set out in Section 15, you acknowledge and agree that nothing herein, express or implied, is intended to nor is to be construed to confer upon or give to any person, other than you, any interests, rights, remedies or other benefits conveyed to you herein.

I. ACCESS TO THE SERVICE FROM OTHER LOCATIONS

The Services are directed solely to individuals and entities residing in the United States and Canada. We make no representation that materials provided through the Services are appropriate or available for use in other locations. Those who choose to access the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right to limit the availability of the Services to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such service that we provide.

J. NOTICE

Grit Capital may provide notifications, whether such notifications are required by law or are for marketing, to disclose changes or additions to our Services, or for other business-related purposes, to you via email associated with your User Account, written or hard copy notice, or through conspicuous posting of such notice on our Services. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to any email address you provide us.

All mail notices from Grit Capital to you are deemed effective when: (i) sent by certified mail, return receipt requested or by Federal Express or other recognized overnight delivery service to your last known mailing address; (ii) sent via email to the email address associated with your User Account; or (iii) posted on the login page of the Website and/or any of the applicable pages linked thereto and immediately after you login to the Website. When you provide contact information to Grit Capital, you agree that we may use this information to contact you in any format or manner we choose and that we may rely on contact information provided by you to us. Grit Capital may, but has no obligation to, send a single notice by various means of delivery (e.g., email, certified mail or express mail). In no event shall Grit Capital be liable to you for choosing to send notice in one manner or format over another

You shall give notice to Grit Capital by contacting [email protected].