These Terms of Use (“Terms”) govern use of and access to the Supplier Portal made available by First Capital Real Estate Investment Trust (“First Capital”) and any related services (the “Portal”) by you and the company that has engaged or employed you in connection with its dealings with First Capital (“you”). By accepting this agreement, including by clicking the “Accept” button below or browsing, accessing or otherwise using the Portal, you indicate acceptance of the Terms and First Capital’s Privacy Policy available [here] (“Privacy Policy”) and represent and warrant that you are authorized to so bind the company that has engaged or employed you in connection with its dealings with First Capital.
Your visit to this Portal and your use of it is subject to these Terms, which may be updated by us at any time without notice to you. If we update our Terms, we will post the updated Terms [here]. Any such changes will be effective upon posting. You should consult the “Terms of Use” bar on this Portal each time you visit the Portal. Your continued use of the Portal shall be deemed your conclusive acceptance of the updated Terms. If you do not agree with these Terms or are otherwise dissatisfied with the Portal, you should not use the Portal and you agree that your sole and exclusive remedy is to discontinue using the Portal.
The Portal is an Internet-based hosted platform designed to enable you to communicate with First Capital and enable payments through a central hub or platform. You can access the Portal through a First Capital’s website, web portal or designated link. You are a user of the Portal (an “End User”) and have been or may in the future be assigned an End User ID and password. These terms shall also apply to your use of any aspect of the Portal in the future.
The Portal may make use of data, information, documents, files or materials posted by you, including the text of, or attachments to, a publication or comment posted on the Portal (such data and materials collectively, “End User Data”). The Portal includes but is not limited to any images, “applets,” photographs, animations, video, audio and text incorporated into the Portal (other than any End User Data), the “look and feel” of the Portal and any proprietary software provided to you by First Capital to access and use the site.”
First Capital grants you a non-exclusive, non-sublicensable, revocable, non-transferable, limited right and license (the “License”) to access the Portal to participate in the business being conducted through the Portal. You represent and warrant that you will only access and/or use the Portal, End User Data and/or other resources available on the Portal to which you have been granted authorized access via the Portal and then solely for legitimate business purposes in connection with First Capital. These Terms will apply to all use of the Portal using your End User ID and password whether by you or anyone else.
You understand and agree that the License and your End User ID and password are only granted to the individual accepting these Terms. You agree to take all reasonable and prudent steps not to let any other person learn or use the End User ID or password assigned to you except First Capital customer support staff as necessary. You will promptly notify First Capital if you become aware of another individual learning of or using your End User ID or password.
Access to the Portal is provided via the Internet through the World Wide Web. You will be solely responsible for all costs associated with accessing and using any Content and/or the Portal, including without limitation, telecommunications, modems, Internet access, third-party software, equipment and any related maintenance, repair or recovery services. In addition, you may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) to access certain data on the Portal.
You further acknowledge and agree that: (i) your use of the Portal may be restricted or limited as a result of federal, provincial, state or other applicable laws or regulations, including the regulations and rules of applicable securities commissions or other regulatory organizations; and (ii) you will act in accordance with all such restrictions and limitations. You also represent and warrant that any data, media or other content you disseminate through the Portal does not violate the intellectual property rights or other rights of any third party.
You must not use the Portal to harm others or the Portal. For example, you must not use the Portal to harm, threaten or harass another person, organization or First Capital. You must not: damage, disable, overburden, disrupt or impair the Portal (or any network connected to the Portal); resell or redistribute the Portal or any part of it; use any unauthorized means to modify, reroute or gain access to the Portal or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider or periodic caching of information stored by First Capital) to access or use the Portal. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) remove, obscure or alter any proprietary rights notice pertaining to the Portal;
(b) use the Portal to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate End User Data, such as End User Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any End User Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots or spyware; (v) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (vi) to participate in any form of “data scraping” activities, as such term is generally understood;
(c) access or attempt to access First Capital’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(d) cause, as determined by First Capital’s, in its sole discretion, inordinate or unreasonable burden on the Portal or First Capital’s system resources or capacity.
You acknowledge that the Portal services provided by the Portal and all the software, material, information and other contents contained on or otherwise accessible through the Portal (collectively, the “Content”) as well as all trade-marks and logos are the exclusive and proprietary property of First Capital, our affiliates or our licensors and suppliers. You will not have or acquire any rights or interest in the Portal, any of the Content accessed through the Portal or any trade-marks or logos except as specifically set out in the Terms.
The Portal and the Content are protected by copyright. First Capital, its affiliates and its licensors and suppliers own and retain the copyright in the Portal and the Content. The Content and the Portal are not intended to provide you with any financial, accounting, tax or legal advice, nor are they official versions of documents required to be disclosed by First Capital in compliance with applicable securities laws. There is no guarantee that the documents and information contained on the Portal are the most current source for information on First Capital.
You are not authorized to modify, reproduce, re-edit, transfer, forward, transmit, publish, distribute or create derivative works of the Content without prior written consent from First Capital, including the source code for any portion of the Portal, or any copy, adaptation, transcription or merged portion thereof.
You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from or otherwise alter the Portal, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of First Capital). You may not transfer, lease, assign, rent or sublicense the rights granted to you under these Terms, or make the Portal available for the use of other persons through your End User ID. You may not use any portion of the Portal or any standalone utility provided for use with the Portal for any purpose other than its intended purpose.
You agree that you will not do or allow any third party to do anything which may infringe, damage or endanger First Capital’s intellectual property rights or the intellectual property rights of a third party in respect of the Portal.
Nothing contained on the Portal should be construed as granting any license or right of use of any other person’s or entity’s trademark which is displayed on the Portal without their express permission.
The Portal may contain one or more hyperlinks to third-party websites and services. First Capital is not responsible for information gathered from, or the use of, any of these third-party websites and services. First Capital does not endorse, recommend or approve of any information, products or services referred to on such linked sites and assumes no responsibility for the content, security or privacy practices of any other website. Your use of any link to an outside website is entirely at your own risk. Where you provide End User Data through a third party application or service (including one which is embedded in the Portal) or otherwise interact with any such application or service, such third party’s use of such End User Data and your interaction with such application will be subject to the terms of use applicable to such third party application or service, notwithstanding anything to the contrary set out in these Terms or First Capital’s Privacy Policy.
We have security measures in place to protect the loss, misuse and alteration of the information posted on the Portal; however, complete confidentiality or security is not yet possible over the Internet. Any information transmitted via the Internet may be intercepted by third parties. We assume no liability for interception, alteration or misuse of information transmitted over the Internet. We assume no liability for any viruses that affect your computer and we recommend that you take reasonable and appropriate precautions to protect your computer.
The Portal should only be used as a conduit for information, not as primary information storage. You are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping backup copies of information you transmit via the Portal in the event you have to re-transmit the data; (b) verifying the information before transmitting it via the Portal; and (c) verifying that information you have posted to the Portal has been properly posted and have been permissioned to only those persons to whom you wish to grant access.
First Capital is entitled to, but is not required to or under any duty to, perform activities related to your identity, your information, or your use of the Portal for the purposes of ascertaining your identity, verifying the veracity of your information, preventing fraud, or otherwise avoiding harm to First Capital and other parties. Notwithstanding such entitlement or the performance of any activities, First Capital will be entitled to rely on any information or directions provided via the Portal under your End User ID without further inquiry or investigation, and to assume that such information or directions have been duly and properly issued and that the sender is duly authorized to act, and to provide such information or directions. First Capital will be fully protected and entitled to act in good faith upon any information or direction received via the Portal.
The disclaimers set out under this heading are made by First Capital on its own behalf and on behalf of any other third-party partner or agent of First Capital involved in the provision of the Portal.
First Capital makes no representations, warranties or conditions about the suitability, reliability, timeliness, comprehensiveness or accuracy of the information, services, other content, Content and End User Data contained on the Portal. You are solely responsible for the use and/or the interpretation of all the Content and End User Data.
First Capital may, in its sole discretion and at any time without notice, restrict, suspend or cancel access to or use of the Portal, for all or any one or number of users. Furthermore, First Capital does not guarantee that the Portal will be uninterrupted, up-to-date or error-free, and will not be held responsible for any damage resulting from any virus, worm or other destructive or invasive computer program. First Capital does not warrant that any security defects, vulnerabilities or errors on the website will be identified or remedied.
First Capital will not be liable for any interference with or damage to your computer systems that may occur in connection with use of this website or a linked website, or for any data lost or any equipment or software damaged or replaced by you as a result of you using the Portal. You must take your own precautions to ensure that your use of the Portal is free of viruses or other malicious content that may interfere with or damage the operations of your computer systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WEBSITE IS LICENSED TO YOU “AS-IS,” AND FIRST CAPITAL DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, INCLUDING BUT NOT LIMITED TO ITS CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, ITS COMPATIBILITY WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, WARRANTIES OF TITLE, AGAINST INFRINGEMENT AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
EXCEPT AS EXPRESSLY PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL FIRST CAPITAL (INCLUDING ITS CURRENT AND FORMER PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) OR ANY THIRD-PARTY PROVIDER BE LIABLE TO YOU IN RELATION TO THE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF FIRST CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE TERMS HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.
By accessing, browsing and using the Portal, you accept that you will indemnify and hold First Capital and its subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless against all liabilities, damages, losses, actions, costs, legal fees, claims, demands and causes of action whatsoever at law, in equity or under statute, that First Capital may suffer or incur as a result of: (a) your access to and use of the Portal; (b) from any other alleged violation of the Terms; (c) and infringement by you, or any third party using your account, computer, mobile phone, table or any such device, of any intellectual property or other right of any person or entity.
First Capital reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of First Capital. First Capital will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
We may alter, modify or update the Portal, including any of the Content, periodically, in our discretion. Such alterations, modifications or updates may include the addition or deletion of features, functionality, text, data or other content. We may also eliminate or cancel any part of the items of Content or categories of Content contained on the Portal, at any time. It is your responsibility to maintain alternative means of fulfilling your responsibilities to First Capital in the event of a period of unavailability of the Portal.
The Portal is controlled by First Capital from its offices within Toronto, Canada. Servers hosting data on the Portal may be located in Canada or outside of Canada, WHERE YOUR PERSONAL INFORMATION AND END USER DATA MAY BE SUBJECT TO THE LAWS OF THAT JURISDICTION, INCLUDING LAWS REGARDING THE DISCLOSURE OF PERSONAL INFORMATION TO GOVERNMENT AUTHORITIES. In addition, if you are visiting the Portal from a country other than Canada, your communication through the Portal or any services offered on the Portal will necessarily result in the transfer of information across international boundaries. By using this Portal or any of our services, you consent to the collection, storage, and processing of your information in Canada and in any country to which we may transfer your information in the course of our business operations.
Access to, or use of, this Portal or information, materials, products and/or services on the Portal may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing this Portal. You are also responsible for determining whether any transfer of End User Data to the above jurisdictions is lawful or permitted.
You acknowledge that:
It is important that you understand how First Capital uses your personal information. The Privacy Policy governs use of data and information provided to First Capital by you.
As part of your access and use of the Portal, First Capital reserves the right to (a) monitor your communications with us whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs, (b) monitor your activity on Portal and provide reporting to your, your employer or regulatory authorities related to your activity, and (c) contact you for any purpose, including without limitation, to send alerts and updates regarding information the Portal, changes in the Portal or related services, marketing information, and user surveys.
First Capital in its sole discretion deny you access to the Portal, to any End User Data, or to access third-party services, or information on the internet through the Portal. In addition, your access to the Portal will terminate: (i) if you request it; (ii) upon completion or termination of the contract for goods or services between First Capital and the company that has engaged or employed you in connection with its dealings with First Capital; or (iii) if First Capital believes that you have violated any of the terms of the Terms.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and First Capital as a result of these Terms, our Privacy Policy or any access or use of the Portal.
First Capital’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms or our Privacy Policy is in derogation of First Capital’s right to comply with law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by First Capital with respect to such use.
The Terms are governed by the laws of the province of Ontario and the laws of Canada applicable therein. Each party submits to the non-exclusive jurisdiction and venue of the courts of Ontario, located in Toronto, in order to enforce any provision of the Terms and for any action or suit arising out of the Terms.
You may not assign, novate or otherwise transfer any rights or obligations under these Terms without First Capital’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.
If you have any questions or concerns about these Terms, you can contact us in writing at:
Email: EFTInquiry@FCR.ca
These Terms are effective as of May 25, 2021.
BY ACCEPTING THESE TERMS AND CONTINUING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.