VerticalScope Inc., an Ontario corporation, and its subsidiaries and corporate affiliates (collectively, “VerticalScope”, “we”, “us” or “our”) operate websites and provide products and services through mobile and other applications, including the Fora mobile application (such websites, applications, products and services collectively referred to as “Websites and Services”).  

These terms and conditions of use (“Terms & Conditions of Use”) apply to our Websites and Services on which we display or post a link to these Terms & Conditions of Use.  

VerticalScope reserves the right to change these Terms & Conditions of Use at any time, and you agree that each visit you make to our Websites and Services shall be subject to the current Terms & Conditions of Use as published on our website at www.verticalscope.com.  

General Terms of Use

By accessing our Websites and Services, you are agreeing to be bound by these Terms & Conditions of Use and all applicable laws and regulations, and you agree that you are solely responsible for compliance with any applicable local laws. If you do not agree with any of these terms, do not use any of the Websites and Services. Any claim relating to VerticalScope shall be governed by the laws of the Province of Ontario, Canada. The materials contained on the Websites and Services are protected by applicable copyright and trademark laws.

Unless expressly permitted by supplemental terms, our Websites and Services are intended for general audiences 18 years of age and older, and access or use by anyone younger is not authorized.  

Internet Etiquette

Electronic forums such as email distribution lists, web-based forums, and classified advertising lists that may be provided by VerticalScope have ground rules and established etiquette for posting messages or material to these forums. Users should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution. You may not use the Websites and Services to impersonate another person or misrepresent that you have authorization to act on behalf of VerticalScope or any other party. All messages transmitted by you should correctly identify you as the sender. Any attempt to alter the system configuration, to breach the security of the network, to gain unauthorized access to other users. email accounts, or any other attempt at ‘hacking’, is prohibited, and will result in the immediate cancellation of all access and privileges and the possibility of criminal and/or civil charges being brought. 

Disclaimer and Limitation of Liability

Throughout the Websites and Services we have provided links and pointers to Internet sites maintained by third parties, sometimes through third party advertisements. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, we do not operate or control in any respect any information, products or services that third parties may provide on or through the Websites and Services or on websites linked to by us on the Websites and Services. 

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE WEBSITES AND SERVICES AND ANY THIRD-PARTY SITES ARE PROVIDED \”AS IS\” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WEBSITES, SERVICES OR ANY OF THEIR FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF WEBSITES OR SERVICES, INCLUDING BULLETIN BOARDS, OR THE SERVERS AND APPLICATIONS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITES, SERVICES OR MATERIALS ON THE WEBSITES, SERVICESOR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. 

You must provide and are solely responsible for all hardware and/or software necessary to access the Websites and Services. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, that hardware and/or software. 

The Websites and Services are provided for informational purposes only, and are not intended for trading or investing purposes, or for commercial use. The Websites and Services should not be used in any high risk activities where damage or injury to persons, property, environment, finances or business may result if an error occurs. You expressly assume all risk for such use.  

Certain sections of the Websites and Services may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on any of the Websites and Services or on a site linked to by any of the Websites and Services, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Websites and Services, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Websites and Services.  

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Websites and Services. You agree to use the Websites and Services and to purchase services or products through the Websites and Services for legitimate purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.  

In no event shall VerticalScope or its service providers, associates or partners be liable for any damages, including, without limitation, damages for loss of data or profit, or due to business interruption, arising out of the use of or inability to use the materials contained on the Websites and Services even if VerticalScope has been notified of the possibility of such damage. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.  

The information and opinions expressed in Bulletin Boards, Chat Rooms, or other electronic forums conducted on the Websites and Services are not necessarily those of VerticalScope or its service providers, associates or partners and VerticalScope makes no representations or warranties regarding that information or those opinions. Neither VerticalScope or its service providers, associates or partners shall be responsible or liable to any person or entity whatsoever for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided in such forums.

Limited License

VerticalScope hereby grants you a limited license to view on your computer or mobile device, print, or download any content made available on the Websites and Services for which a fee is not charged, for non-commercial, personal, or educational purposes only. Without limiting the generality of the foregoing you may not make any commercial use of such content, either alone or in or with any product which you distribute, or copy or host such content on your or any other person’s web site or FTP server. Nothing contained in this limited license shall be deemed as conferring any right in any copyright, trademark, trade name or other proprietary property of VerticalScope or any other party who owns or has proprietary rights to the content, information and materials provided on the Websites or Services.

Preservation of Intellectual Property Rights

All material on the Websites and Services, including, but not limited to images, illustrations and multimedia materials, is protected by copyrights which are owned and controlled by VerticalScope or by other parties that have licensed their material to VerticalScope. Material from the Websites and Services or from any other web site owned, operated, licensed or controlled by VerticalScope may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Modification of the materials or use of the materials for any other purpose is a violation of the copyrights and other proprietary rights held by the respective providers thereof. The use of any such material on any other web site, ftp server or network environment is prohibited. 

Changes and Improvements

VerticalScope may make changes, improvements, alterations or amendments in and to the products, services, information and materials contained on the Websites and Services including the terms and conditions of your use of the Websites and Services, without liability.

Jurisdictional Issues

Due to the nature of the Internet, it is not possible for VerticalScope to restrict access to its Websites and Services only to those jurisdictions in which it does business. Some or all of the products and services offered on the Websites and Services may not be eligible for solicitation in your jurisdiction. If you are accessing the Websites and Services from such a jurisdiction, you should not consider anything on the Websites and Services as an offer to sell or as a solicitation to the public to purchase any product or service from VerticalScope. This site is for use only by persons residing in jurisdictions where such products and services may legally be sold.   

VerticalScope offers services and programs in many parts of the world. The Websites and Services may refer to certain services or programs that are not available worldwide. Without specifically limiting the offers made on the Websites and Services, reference to such services or programs does not imply that VerticalScope intends to offer such service or programs in all countries or locations. 

Unless otherwise specified, the materials contained on the Websites and Services are presented solely for the purpose of providing information to persons primarily located in Ontario, Canada. This site is controlled and operated by VerticalScope from its offices in Toronto, Ontario, Canada. VerticalScope makes no representation that any of the materials contained in the Websites and Services are appropriate or available for use in other locations or jurisdictions. Those who choose to access the Websites and Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. 

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada and users of the Websites and Services irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. Any provisions of this Agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

Privacy

VerticalScope has established a privacy policy covering the collection, use, and disclosure of user information, which can be found at our privacy page.

Submissions 

By posting/sending a message in any public electronic forum on the Websites and Services, you agree to have that message along with your name and/or user name posted for public viewing both on the Websites and Services and in other promotional and advertising materials and on other VerticalScope web sites, without compensation. VerticalScope does not undertake to necessarily post every submission. All messages that are posted here represent the opinions of the individuals or organizations posting those messages, and do not express the ideas or opinions of VerticalScope. You may copy the posted messages for personal use, but redistribution in any way requires the written permission of VerticalScope. In consideration of this authorization, you agree that any copy you make of any message(s) located on the Websites and Services shall retain all copyright and other proprietary notices contained therein.

You represent and warrant that: (i) you own the content posted by you on or through the Websites and Services or otherwise have the right to grant the license set forth below, and (ii) the Posting of your content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. 

You agree to grant to  VerticalScope a non exclusive, royalty free, worldwide, irrevocable, perpetual license to reproduce, distribute, transmit, sublicense, create derivative works of, publicly display, publish and perform any materials and other information you submit to any public areas, chat rooms, bulletin boards, newsgroups or forums of  the Websites and Services or which you provide by email or any other means to VerticalScope and in any media now known or hereafter developed. Further, you grant to VerticalScope the right to use your name and or user name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto, together with use on any other Websites and Services. You agree that you shall have no recourse against VerticalScope for any alleged or actual infringement or misappropriation of any proprietary right in your communications to VerticalScope. 

In order to maintain an informative and valuable service that meets the needs of the users of the Websites and Services and avoids the harm that can result from disseminating statements that are false, malicious, in violation of the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect against abuse.

You may not:

• Restrict or inhibit any other user from using and enjoying the Websites or Services. 
• Use the Websites or Services to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Interfere with or disrupt any servers, application or networks used to provide the Websites or Services or its features, or disobey any requirements, procedures, policies or regulations of the networks or applications we use to provide the Websites or Services. 
• Use the Websites or Services to instigate or encourage others to commit illegal activities or cause injury or property damage or interfere with business interests or contractual relations of any person.
• Gain unauthorized access to the Websites or Services, or any account, computer system, application or network connected to Websites and Services, by means such as hacking, password mining or other illicit means. 
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Websites or Services. 
• Use the Websites or Services to post or transmit any unlawful, harmful, threatening, abusive, libelous, flaming, hateful, offensive (whether in relation to sex, race, religion or otherwise), defamatory, obscene, vulgar, harassing, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law.
• Use the Websites or Services to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
• Use the Websites or Services to post or transmit any information, software or other material that contains a virus or other harmful component.
• Use the Websites or Services to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.
• Use the Websites or Services to advertise or solicit to anyone to buy or sell products or services, to cease using the Websites or Services, to visit another competing website or service, or to make donations of any kind, without our express written approval.
• Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Websites or Services.

You agree to indemnify  VerticalScope and each of its officers, directors, employees, agents, distributors and affiliates from and against any and all third party claims, demands, liabilities, costs, or expenses, including reasonable legal fees, resulting from your breach of any of the foregoing, or other provisions of these Terms and Conditions of Service.

You understand that we have no obligation to monitor any bulletin boards, chat rooms, web logs, or other areas of the Websites and Services through which users can supply information or material. However, we reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms and Conditions of Service. We also reserve the right to deny access to the Websites and Services or any features of the Websites and Services to anyone, for any reasons, including as a result of persons who violate these Terms and Conditions of Use or who, in our sole judgment, interferes with the ability of others to enjoy our website or infringes the rights of others. 

Moderators

Acting as a moderator of a forum on any Websites and Services is an unofficial, volunteer role. Moderators are not employees, contractors or agents of  VerticalScope. VerticalScope is not responsible for actions or inactions of moderators. 

If you act as a moderator, you agree that: 

• You will always act in good faith as a moderator. You should always maintain a calm and cordial demeanor as moderator.
• You will not accept any gifts, favors or other compensation from third parties in connection with or related to your actions as a moderator.
• You should not promote or advertise any particular product, brand or service, and should remain impartial.
• You will comply with these Terms and Conditions of Use, along with the moderating guidelines and content policies of VerticalScope made available to you from time to time.  You will take appropriate action whenever you are notified of content that violates VerticalScope policy or promptly escalate matters to VerticalScope for review. To the extent you are uncertain about what is the appropriate action in particular circumstances, you will contact VerticalScope.
• You are not authorized to act on behalf of VerticalScope and may not represent to others that you are authorized to act on behalf of, or otherwise bind VerticalScope. 
• As a moderator, you may receive or have access to confidential and/or non-public information. You will not publish any of this information online or share any of this information with third parties.  You will keep this information secure and will protect this information from being accessed or seen by others.  You will not use any of this information except in connection with your role as a moderator. If you believe any of this information in your possession has been accessed inappropriately, you will promptly contact VerticalScope. You will continue to comply with the provisions in this paragraph, even after you are no longer a moderator.
• VerticalScope may revoke your right to moderate at any time, for any reason, and may in its sole discretion, overturn any action or decision that you make.

Copyright Policy

VerticalScope has adopted and implemented a copyright policy in accordance with the Digital Millennium Copyright Act of 1998. For more information, please refer to our copyright policy.

In appropriate circumstances and at our sole discretion, we may disable and/or close the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. 

Passwords

To use certain features of the Websites and Services, you will need a username and password, which you will receive through the Website and/or Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information. 

Classified Advertising

The Websites and Services may include certain classified advertising services. When you submit a classified ad for publication on the Websites and Services, you agree that the advertisement as it appears on the Websites and Services becomes our property and you assign all ownership interest in the advertisement as it appears on the Websites and Services under copyright law or otherwise to us. Submission of an advertisement does not constitute a commitment to publish the advertisement, and publication of an advertisement does not constitute an agreement for continued publication. We will accept only standard abbreviations and require proper punctuation. We reserve the right to edit, reclassify, revise, reject or cancel any advertisement at any time, in our sole discretion. 

Affiliate Links

VerticalScope is a participant in the Amazon Services LLC Associates Program and other similar affiliate advertising programs which are designed to provide a means for us to earn fees by linking to such affiliates’ websites such as Amazon.com. VerticalScope reserves the right to overwrite or replace any affiliate, commercial, or monetizable links, posted by users of the Websites and Services, with our own internal tracking. You agree not to post or otherwise make available content that constitutes or contains “affiliate marketing,” “link referral code,” or “unsolicited commercial advertisement.”

Termination

We may cancel or terminate your right to use the Websites and Services or any part of the Websites and Services at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Websites and Services affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Websites and Services, and the disclaimers and limitations of liabilities set forth in these Terms and Conditions of Service, shall survive.