TERMS AND CONDITIONS
Please read these Terms and Conditions carefully. They contain disclaimers of warranties, representations, conditions, guarantees and endorsements; exclusions and limitations of liability; waivers of rights and acceptance of risks in relation to access to and use of this Site and the information, products or services it contains or offers. By accessing this Site, you acknowledge these Terms and Conditions and agree without limitation or qualification to be bound by them and by applicable laws. If you do not agree to these Terms and Conditions, do not access this Site or any pages thereof.
“Sirius” or “Sirius Capital” means Sirius Capital International Corporation and its affiliated companies.
“Site” means Sirius’s Web site
“Information” means the information, materials, and content provided in the pages of the Site.
“Personal Information” means any information about an identifiable individual within the meaning of section 3 of the Privacy Act. Personal Information includes, without limitation, information relating to identity (including the name or other identifier assigned by BDC to an individual), nationality, age, gender, address, passwords, telephone number, e-mail addresses, marital status, education, employment and health history, assets, liabilities, payment records, income and information relating to financial transactions as well as certain personal opinions or views of an individual.
“User” means any person having access to or using a Site.
2. Ownership and monitoring
The Site is owned by Sirius Capital. Sirius may monitor access to, use of, and other activities relating to the Site, and may intervene in relation thereto but does not make any representation or warranty that it will do so. Users hereby consent to any such monitoring and intervention.
3. Use of site
Users agree not to introduce into or through this Site any information or material which may be harmful to others. Among other things, Users agree not to include, knowingly or otherwise, any error or defect in information which may, among other things, constitute libel, slander, or defamation, or give rise to a criminal offence or civil liability on the part of any person or entity. Users warrant that information or material which they provide to Sirius electronically through their access to or use of this Site does not infringe the rights of any person or entity. Without limiting the generality of the foregoing, Users shall not:
a. interfere with or disrupt this Site or computer networks connected thereto;
b. impersonate any other person or entity, or make any misrepresentation;
c. upload, post, transmit, publish, or distribute any material or information for which they do not have all necessary rights;
d. upload, post, transmit, publish or distribute any material or information which contains a computer virus or other code, files or programs intended in any manner to disrupt or interfere with the functioning of this Site;
e. use this Site in such a manner as to gain unauthorized entry or access to the computer systems or networks of others or attempt to gain unauthorized entry or access to any password-protected or restricted areas of this Site or Sirius’s computer or network systems;
f. reproduce, copy, modify, sell, distribute or otherwise exploit for any commercial purposes any Information, product, solution or service offered within this Site;
g. violate any law or regulation, any generally accepted Internet practice, or interfere with any other User’s ability to use this Site and any of the services, solutions or products provided on this Site; or
h. forge, alter, or modify in any way any of the agreements, policies, reports, or other Information posted or accessible within this Site.
At Sirius’s sole discretion, Sirius may terminate or refuse to permit the use of any services and of this Site by any person or entity, for any reason and without notice.
4. Use of information
The content of Sirius’s Site is provided for information purposes only, unless otherwise indicated, and is not intended to provide specific financial, investment, tax, legal, or accounting advice to Users, and should not be relied upon for that purpose. Users should not act or rely on the Information without seeking the advice of a professional.
5. Availability of products, solutions and services
Products, solutions and services of Sirius are only offered in jurisdictions where they may be lawfully offered. All products, solutions and services of Sirius are subject to the Terms and Conditions of the applicable agreements governing their use and these Terms and Conditions are to be read together with the Terms and Conditions of the Site.
The Information on this Site does not constitute an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make an offer or solicitation. For Information specific to any specific provincial jurisdiction, Users should contact their advisor.
If Users choose to access the Site from outside Canada, they do so on their own initiative and are responsible for compliance with applicable local, national, or international laws. Users must be aware of the laws of their country or that otherwise apply to them in relation to any of the matters described in these pages. Users may not use, export, or re-export the Information or any copy or adaptation in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.
6. Privacy and confidentiality
Despite its best efforts and the measures taken by Sirius to ensure the protection of Personal Information, the risk that the confidentiality or privacy of such information is violated, lost, or otherwise breached cannot be excluded. It is therefore understood and agreed that access to or use of the Site is at the User’s own risk, which he hereby accepts, and entails waiver of any rights or remedies against Sirius for any prejudice whatsoever arising out of or in connection with the exchange, collection, use, disclosure, retention, or disposal of Personal Information. Sirius is not responsible for and shall not be liable to the User or other persons for any claims, losses, costs, expenses, or damages whatsoever arising out of or in connection with the exchange, collection, use, disclosure, retention, or disposal of Personal Information, except in cases where such prejudice results directly and entirely from the negligence of Sirius in the performance of its legal obligations under the Privacy Act.
7. Internet e-mail
Any unencrypted e-mail communication over the Internet is, as with communication via any other medium, such as cellular phones, not secure or confidential, and is subject to possible interception, loss or alteration. Sirius does not encourage anyone to send information, including Personal or Loan Information, to it using unencrypted e-mail. Alternative, secure means of communicating with BDC over the Internet are available. Sirius is not responsible for and shall not be liable to Users or any other person for any damages in connection with an e-mail sent to Sirius, or by Sirius at User’s request.
8. Links and downloading of software
Links from or to other Web sites or Internet resources outside the Site are meant for convenience only and are at Users’ own risks. The content, third parties named therein or their products and services, opinions expressed and other links provided by these sites’ resources are not reviewed, investigated, verified, monitored or endorsed by Sirius. Sirius makes no representations whatsoever about any other Web sites which Users may access through the Site, and BDC shall not be responsible or liable for any damages in connection with linking.
While every effort is made by Sirius to ensure that all software provided at this Site is suitable for use on a wide variety of computer systems, Users should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with their specific computer system. Users must also ensure that they have up-to-date backup copies of the entire contents of their hard disk before installing software downloaded from this Site.
Links to downloadable software sites are for convenience only and Sirius is not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software. If Users choose to access a software program through one of the links offered on Site, they are responsible for taking the necessary precautions to detect possible viruses and ensuring that the software is compatible with their computer.
9. Intellectual property and trade-marks
Certain names, words, titles, phrases, logos, icons, graphics, designs or other content in the pages of the Site are trade names or trade-marks owned by Sirius, or trade names or trade-marks licensed to them. The display of trade-marks and trade names on pages in the Site does not imply that a licence of any kind has been granted to anyone else. The Information is for Users’ personal use only. Any unauthorized downloading, re-transmission or other copying or modification of trade-marks and/or the contents of the Site may be a violation of federal or other law or common law rights that may apply to trade-marks and/or copyrights and could expose the copier to legal action. The Information is protected under the copyright laws of Canada and other countries. Unless otherwise specified, no one has permission to copy, redistribute, reproduce, republish, store in any medium, re-transmit, modify or make public or commercial use of the Information in any form.
10. Disclaimer of warranties, representations, conditions and endorsements
Sirius does not give, make or set any warranties, representations, conditions, guarantees or endorsements, whether expressed or implied by law, statute, trade usage or otherwise, with respect to the functionality or conditions of this Site or the Information contained therein, including, without limitation, warranties as to merchantability, operation, non-infringement, title, usefulness, completeness, accuracy, adequacy, currency, reliability or fitness for a particular purpose. Without limiting the generality of the foregoing, Sirius does not give, make or set any express or implied warranties, representations, conditions, guarantees or endorsements to the effect that the Information, accessed from or through this Site will be uninterrupted or free of errors, omissions, defects, viruses or other harmful components, or that any such problems which are discovered will be corrected.
11. Exclusion of liabilities
Sirius, its agents, employees, directors, officers and affiliated companies and any person associated with the creation of this Site or its contents are not responsible for and shall not be liable to Users or other persons for any claims, losses, costs, expenses or damages whatsoever, including direct, indirect, incidental, special, consequential, reliance, exemplary or punitive damages arising out of or in connection with this Site, the Information contained therein, or the access to or use thereof. Without limitation and notwithstanding anything to the contrary, Sirius shall not be responsible for and shall not be liable to Users or to any other persons for any claims, losses, costs, expenses or damages arising out of or in connection with:
a .failure of performance, delays, interruptions, communication line or systems failures including communication malfunctions, that affect the transmission, accuracy or timeliness of information, material, messages, or instructions between Users and Sirius and/or which prevent information, material, messages or instructions from being transmitted in whole or in part or agreements from being formed between Users and Sirius;
b. users’ inability to access, at any time, any part of this Site or any Information, products, solutions or services provided on it;
c. any harm or loss to Users’ personal computer records or data, howsoever caused, including by viruses, “worms”, “trojan horses” or other similar intrusive, disruptive or destructive programs or files;
d. interception, loss or disclosure of confidential or sensitive information transmitted over the Internet, including Personal Information;
e. lack of suitability, reliability, timeliness or availability of this Site or any Information, products, solutions or services offered on this Site;
f. Sirius’s failure to take corrective measures.
The aforementioned exclusions and limitations shall apply whether any claims, losses, costs or damages are founded in contract (including fundamental breach), tort or any other theory of liability and such limitations and exclusions shall apply even if Sirius has been advised of the possibility of such claims, losses, costs or damages. Because some jurisdictions do not allow the exclusion or limitation of moral, bodily, incidental or consequential damages, Sirius’s liability in such jurisdictions shall be limited to the extent permitted by law.
Users agree to indemnify and hold Sirius and its officers, directors, agents, and employees harmless from any claim or demand, cause of action, liabilities and costs including reasonable lawyer’s fees made by any third party due to or arising out of:
a. Users’ use of this Site and the Information, services, solutions and products provided on this Site;
b. Users’ violation of the Terms and Conditions or any other Terms and Conditions under any other agreement applicable to any Information, service or product provided on this Site;
c. any Users’ misrepresentations, or
d. Users’ violation of any rights of another.
Sirius reserves the exclusive right, at Users’ expense, to conduct the defence and assume control of any matter, subject to indemnification by Users, in which event the User shall cooperate with Sirius in asserting any and all available defences.
13. Governing law and competent jurisdiction
The Site and the Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws. All disputes, controversies or claims arising out of or in connection with the Site, including the Terms and Conditions contained therein, shall be submitted to and be subject to the jurisdiction of the courts of the Province of Ontario. By accessing and using this Site, Users submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the Site, including the Terms and Conditions contained therein.
Specific contracts for Sirius’s products, solutions or services entered into via the Site shall be governed by, construed and subject to the laws and jurisdiction of the province expressly provided for in such contract and where none is specified, the laws and jurisdiction of the Province of Ontario shall be deemed to apply.
14. Final provisions
a. Change to terms: Sirius may modify, alter or otherwise update the Terms and Conditions applicable to this Site from time to time, without notice, by updating this posting. Users agree to review the Terms and Conditions regularly and to be bound by their continued access and use by such Terms and Conditions as are in effect at the time when they access Sirius’s Site.
b. Change to Information: The Information contained in this Site may be changed at any time without notice.
c. Reservation of Rights: All rights not expressly granted in these Terms and Conditions are reserved to Sirius. Nothing contained in these Terms and Conditions shall be construed as conferring by implication, estoppel or otherwise any licence or right under any copyright, patent, trade-mark or other intellectual right of Sirius or any other person or entity.
d. Survival: These Terms and Conditions apply while Users are accessing the Site and remain in effect thereafter. In the event that this Site is no longer accessible to Users, the provisions set out in Articles 6 and 9 to 14 inclusively of these Terms and Conditions shall survive thereafter.