Terms and Conditions

1. Overview

These Terms of Use form a legally binding contract between HIGHPATH SOFTWARE INC. ("we" or "us") and the people and companies (“Users” or “you”) that access and use our website located at www.highpath.io or any related website or mobile platform controlled by us (collectively, the "Website"). These Terms of Use apply to all services provided through our Website and any other software application we operate, and all content, services, and products available at or through the Website. It is very important that you read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract which will impact your rights. By accessing any part of the Website, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you may not access the Website or use any services available on the Website. These Terms of Use should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

2. Modification to the Terms of Use and to the Website

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these. The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

3. Age Restrictions

Users under the age of 18 are permitted to access and use the Website, but are prohibited from submitting any personal information or other information that may be used to identify them. Users under the age of 13 are only permitted to access and use the Website while under the direct supervision of a parent or guardian.

4. Services Available on the Website

Without restriction, we generally offer the following services through the Website: We offer a platform to support businesses in identifying and applying for funding for their business. The services we offer are subject to change over time. By using the Website, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your specific purposes. For purposes of operating our platform, we rely on the following service provider: Before using the Website, you must first review and approve the terms and conditions governing the use of these application programming interfaces (APIs), which are available at the following link

5. Payment Procedures

Payments for services or products available on the Website will be charged to you in accordance with the policies, procedures, and timelines posted on the relevant sections of the Website. You agree to pay the fees applicable to your subscription and any other applicable fees, including but not limited to fees relating to the processing of transactions under your account (“Fees”). All initial and recurring Fees will be charged to the credit card that you authorize for your account. It is your responsibility to keep your authorized credit card valid and up to date at all times. We may terminate or block access to your account if your credit card becomes expired or otherwise invalid at the time any Fees become due. For purposes of processing payments, we use the following service provider: STRIPE Before using the Website, you must first review and approve the terms and conditions governing the use of these third-party payment processors, which are available at the following website(s): https://www.stripe.com You may make In-App purchases through the Website. If you choose to make an In-App purchase, then the App Store Provider's terms of use and/or end user license agreement from which you originally downloaded the Website shall also be applicable. You acknowledge and agree that all billing and transaction processes for In-App purchases are governed by the App Store Provider from which you originally downloaded the Website.

6. Your Account

In order to fully use the Website, you will be required to create an account. Information submitted by you in order to create an account will be subject to our Privacy Policy, which is available for review on the Website, and which you are required to approve before creating an account. The Privacy Policy also dictates how to terminate your account and how you can have your personal identity information deleted from our servers. The terms governing the features and capabilities of your account and the related fees can be found on the Website.

7. Conditions of Use, User Submissions and Content Standards

As a condition of your access and use of the Website, you agree that you may use the Website only for lawful purposes and in accordance with these Terms and Conditions. The following site content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the website or to other users or persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service. Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not:

(a) In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at [LINK TO PRIVACY POLICY].

(a) In any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.

(b) Include or contain any material that is explosive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in our sole discretion.

(c) Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or codes.

(d) Involve, provide, or contribute any false, inaccurate, or misleading information.

(e) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Conditions of Use and User Submissions and Site Content Standards.

(f) Impersonate or attempt to impersonate HIGHPATH SOFTWARE INC., our employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

(g) Transmit, or procure the sending of, any advertisements or promotions [without our prior written consent], sales, or encourage any other commercial actives, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.

(h) Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm HIGHPATH SOFTWARE INC. or users of the Website or expose them to liability.

(i) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.

(j) Promote any illegal activity, or advocate, promote, or assist any unlawful act.

(k) Give the impression that they originate from or are endorsed by us or any other person or entity if this is not the case.

8. Ownership of User Submissions and Grant of License

HIGHPATH SOFTWARE INC. claims no intellectual property rights with respect to User Submissions that you choose to submit to the website. You grant to HIGHPATH SOFTWARE INC. a non-exclusive, royalty-free right during your use of the Website, to use the User Submissions for the sole purpose of performing HIGHPATH SOFTWARE INC.’s obligations under these Terms of Use. Such rights shall include permission for HIGHPATH SOFTWARE INC. to generate and publish aggregate, anonymized reports on system usage and trends.

9. Intellectual Property Rights and Ownership

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by us, our licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. HIGHPATH SOFTWARE INC. and all related names, logos, product and service names, designs, images, and slogans are trademarks of Highpath Software Inc., its affiliates or licensors. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. You may only use the Website in strict accordance with its intended use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

(a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed;

(b) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever;

(c) one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use, conditional on your agreement to be bound by our end user license agreement for such downloads; and

(d) in the event social media platforms are linked to certain content on our Website, you may only take such actions as our Website and such third-party social media platforms permit.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you print off, copy, or download any part of our Website in breach of these Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by HIGHPATH SOFTWARE INC. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

10. Site Monitoring and Enforcement, Suspension and Termination

You may cancel and terminate your Account at any time in accordance with the terms and policies posted on the Website. If at the date of termination of your Account, there are any outstanding payments owing by you to us, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again. HIGHPATH SOFTWARE INC. has the right, without provision of notice to:

• Remove or refuse to post on the Website any User Submissions for any or no reason in our sole discretion.

• At all means, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms and Conditions.

• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requiring or directing us to disclose the identity or other information of anyone possessing any materials on or through the Website.

• Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.

YOU WAIVE AND HOLD HARMLESS HIGHPATH SOFTWARE INC. AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY HIGHPATH SOFTWARE INC. AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER HIGHPATH SOFTWARE INC., OR SUCH PARTIES, OR BY LAW ENFORCEMENT AUTHORITIES. We have no obligation, nor any responsibility to any party to monitor the Website or its use, and do not and cannot undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

11. No Reliance

The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site. This disclaimer includes any reliance on the availability of or your eligibility for funding by any entity, which must be specifically confirmed with that entity.

12. Third-Party Links

Our Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

13. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH IT IS AT YOUR OWN RISK. WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS.

14. Limitation of Liability

In no event will HIGHPATH SOFTWARE INC. be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from the misuse of the Website. Your use of the Website is at your sole risk. The Website is provided on an “as is” and “as available” basis without any warranty or conditions, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free. In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable.

15. Indemnification

You agree to indemnify and hold harmless HIGHPATH SOFTWARE INC., including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website.

16. Governing Law and Choice of Forum

These Terms of Service shall be governed by and construed in accordance with the Provincial laws of Ontario, and the federal laws of Canada applicable therein. If any claim, dispute or controversy occurs between HIGHPATH SOFTWARE INC. and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the User or HIGHPATH SOFTWARE INC. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties. The arbitration the procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

17. Severability

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

18. No Agency

The parties to these Terms of Use are independent contractors and are not partners or agents. HIGHPATH SOFTWARE INC. has no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Website.

19. Entire Agreement

The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and HIGHPATH SOFTWARE INC. regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

20. Contact Information

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address: support@highpath.io