Thank you for visiting the Brightspark Ventures website (the “Site”). The Site provides information regarding potential investments and allows subscribers or users (“you” or “User“) to evaluate, and commit to participate in, certain investment activities. These terms of use (the “Terms”) are a contract between you and Brightspark Ventures and its affiliated entities (“us“, “we” or “Brightspark“) with regard to your use of services available by means of this Site (“Services“); please read them carefully. By registering for our Site you accept the legally binding Terms set forth below, as well as the terms of our Privacy Policy. If you do not agree to the Terms, you should exit and cease all use of our Site and Services.

1. Services. Among other Services, this Site presents information regarding potential investments and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transaction. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. Brightspark management decisions are final in all matters relating to the Site, Services and other activities related to the Site.

2. Legality. Use of the Site in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Site and consummation of transactions contemplated by this Site are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult legal counsel. When you access, resister for or use the Site, you do so at your own risk, and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Site.

3. No Financial Advice. The Site does not offer financial advice or recommend investments. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the Site is not offered as financial advice, and should not be the basis for actual financial activities. We are not liable for any reliance on information available through this Site by you or anyone who you may inform of its contents.

4. Intellectual Property Rights. Brightspark owns the copyright in the Site and its content, including its overall appearance, graphics design and underlying source files. You may download or copy material from our Site, only for your own personal, non-commercial use. Any other use is forbidden. Except as permitted above, you may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, create derivatives of, or use for any public or commercial purpose the contents of this Site without the prior written permission of Brightspark. The entire contents of this Site are protected by copyright and/or other intellectual property rights. You may not link to or frame this Site or any portion hereof. Brightspark’s name and other Brightspark services names and logos referenced in this Site are trademarks of Brightspark or its affiliates. Rights in other marks and logos which appear on the Site are reserved to the owners thereof, and Brightspark is not affiliated with and does not endorse such entities. You may not separate from this Site, or copy or download separate from our Site, or otherwise use any of these trademarks or logos. Nothing contained in this Site should be construed as granting any license or right to use any of these trademarks or logos.

5. Equipment. You are responsible for providing, maintaining and repairing at your own expense all equipment and ancillary services required to access, connect to or otherwise use the Services, including, without limitation, modems and hardware.

6. Registration & Account Use. You must be at least Eighteen (18) years old in order to register for or use the Site. Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age for your use of the Site or participation in its activities, you must comply with the applicable law.

When you register with Brightspark and set up your account, you must:

• Provide Brightspark with accurate and complete information, including without limitation, your name, address, telephone number, and additional detailed financial and legal information needed to establish an account. You may also be required to provide additional and/or supplemental information in the future upon request by Brightspark; and
• Update your account information with any new information within thirty (30) days of changes to such information. Further, you will not use false identities or impersonate any other person or use a name that you are not authorized to use. We encourage you to read our Privacy Policy at for information about our policies and procedures regarding the collection, use, and disclosure of personal information we receive. You represent and warrant that all information you provide to us at registration or otherwise and in connection with use of the Site shall be current, truthful, and complete when provided.
• You are responsible for safeguarding and maintaining the confidentiality of your username, password, and corresponding account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Brightspark account, whether or not you have authorized such activities or actions. You hereby indemnify and, at our request, defend Brightspark against all claims, losses, damages or other liabilities arising from or relating to activities or actions that occur under your Brightspark account. You agree to notify Brightspark of any unauthorized use of your Brightspark account or any other breach of security within (24) twenty-four hours of such use being known to you. In the event that your username or password is stolen, please notify Brightspark immediately so that a new username or password can be created.
• You agree that you will not permit, enable, introduce or facilitate persons who do not have a Brightspark account to have access to or use of the Site.
• We may terminate your account immediately and without notice if you do not comply with the Terms or if we believe your participation in the Site does not comply with applicable laws.

7. Limitations on Participation. You may establish only one account per person to participate in the activities offered on the Site. The Site reserves the right to monitor any effort to establish multiple accounts; in the event the Site discovers that you have opened more than one account per person all additional accounts will be closed without notice and continued violation will result in the termination of any and all of your accounts and Brightspark may take any actions it deems necessary to that effect. The Site also reserves the right to deny access to anyone, including, but not limited to, those users who use proxy servers and/or IP addresses residing in certain geographical areas.

8. Use of Non-Personally Identifying Information. Subject to the provisions below in respect of personally identifying information, any communication or material that you transmit to Brightspark through the Site, by electronic mail or otherwise, including any data, questions, comments, suggestions and the like, is, and will be treated as, non-confidential and non-proprietary information. Brightspark may use such communication or material for any purpose whatsoever including, without limitation, for disclosure, reproduction and publication. Brightspark will be free, without any compensation to you, to use any concepts or know-how contained in any communication or material that you send to our Site for any purpose whatsoever. In addition, Brightspark will be free to use any non-identifying statistical information relating to the Site or use thereof without any compensation to you.

9. Use of Personally Identifying Information and Privacy Policy. You are not obligated under law to provide us with personally identifying information. However, if you do not provide certain personally identifying information, you will not be able to use certain features of this Site. Brightspark will use your personally identifying information as set forth in the Brightspark Privacy Policy. You represent and warrant that you have reviewed the Privacy Policy and agree to its terms.

10. Our Commitment to Security. We have put in place physical and electronic procedures to safeguard and help prevent unauthorized access, maintain data security. We reserve the right to commence civil and criminal proceedings against unauthorized users of the Site, or in connection with activities not in compliance with these Terms or applicable law. Records of user activities using the Site may be accessed by law enforcement organizations. We will comply with court orders with respect to requests for information. You agree that the Site is not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your account. Any attempt to gain unauthorized use of the Site’s systems or any account, interfere with procedures or performance of the Site, or deliberately damage or undermine the Site is prohibited and will result in termination of your account, and civil and criminal prosecution.

11. Links. Our Site may be linked to third party websites. Brightspark has no control over the content or information posted on such third party websites and we do not assume and we expressly disclaim any responsibility or liability therefore. Third party websites may have terms of use and privacy policies that are different from those that apply to the Site. You should refer to these third party websites’ respective privacy notices and terms of use.

12. Emails & Correspondences. By registering at the Site, you acknowledge and agree that we may send you email messages about our company, our services, current investment opportunities, and transactions. By accepting these Terms or using the Site or the Services, you affirmatively consent to receive such commercial messages. As a registered member, you can deactivate your account and be removed from our mailing list by emailing us at support@brightspark.com. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send. Please note that we reserve the right to send you service related communications, including service announcements and administrative messages relating either to your account or to your transactions without offering you the opportunity to opt out of receiving them.

13. Use Guidelines. You understand and agree that Brightspark may review and edit or delete any messages, communications or other content that you submit using or by means of our site (collectively, “Content”) that in the sole judgment of Brightspark, violate these Terms or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any User. You are solely responsible for the Content you submit and/or publish or display (hereinafter, “post”) to the Site or any material or information you transmit to other Users. By posting Content on any public area of the Site, you automatically grant, as well as represent and warrant, that you have the right to grant to Brightspark, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display and distribute such information and content and that Brightspark has the right to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

The following is a partial list of the type of Content and activities that are illegal or prohibited on the Site. Brightspark reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site and terminating the registration of each violator. Prohibited Content and activities include, but are not limited to:

• Content that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
• Activity that harasses or advocates harassment of another person
• Transmitting “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”.
• Engaging in advertising to, or solicitation of, any User to buy or sell any products or services through the Site, including investment opportunities or activities.
• Promoting information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous.
• Creating restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page).
• Providing material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18.
• Soliciting passwords or personal identifying information for commercial or unlawful purposes from other users.
• Providing commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
• Modifying, adapting, translating, or reverse engineering any portion of the Site.
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Site.
• Using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Site.
• Reformatting or framing any portion of the web pages that are part of the Site.
• Creating user accounts by automated means or under false or fraudulent pretenses.
• Submitting Content that falsely express or imply that such Content is sponsored or endorsed by Brightspark or its affiliates.
• Submitting Content that infringe misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party.
• Transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.
• Submitting Content that is unlawful or promote or encourage illegal activity.

While Brightspark prohibits such conduct and content on its site, you understand and agree that you nonetheless may be exposed to such Content and that you use the Site at your own risk.

You must use the Site in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, any User to buy or sell any products or services through the Site. Although Brightspark cannot monitor the conduct of its Users off the site, it is also a violation of these rules to use any information obtained from the Site to harass, abuse or harm another person or to contact, advertise to, solicit or sell to any User without their prior explicit consent. In order to protect our Users from such advertising or solicitation, Brightspark reserves the right to restrict the number of emails which a User may send to other Users in any 24-hour period to a number which Brightspark deems appropriate in its sole discretion.

The Site is made available for your personal, non-commercial use only. Businesses, organizations or other legal entities may not use the Site for any purpose other than with respect to transactions with us.

You may not use the Site for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from Canada, the US, or your country of residence.

14. Confidentiality. Our Site includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of such third parties, which such third parties may deem as ‘confidential’ (“Confidential Information”). Users shall not, without the prior written approval of such third parties, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through Brightspark.

15. Limitation of Liability; Disclaimers. Brightspark cannot guarantee that the information posted on this Site is accurate, complete or suitable for any purpose and if you choose to rely on such information you do so at your own risk. In addition, Brightspark cannot guarantee that the content posted on this Site has not been affected by technical malfunctions or unauthorized tampering. Brightspark does not guarantee that material on this Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. Brightspark does not guarantee any specific level of availability of the Site or Services. Brightspark will not be liable as a result of Site or Services unavailability or interruptions.

Brightspark does not endorse or recommend the services of any advertiser. If you choose to patronize any of our advertisers, you do so at your own risk.

Brightspark may alter or remove materials from this Site at any time. THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, BRIGHTSPARK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL BRIGHTSPARK, ITS AFFILIATES, EMPLOYEES OR OFFICERS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS OR PROFITS. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF BRIGHTSPARK IN CONNECTION WITH THE SITE, USE THEREOF OR INFORMATION APPEARING THEREIN OR ANY OTHER MATTER IS LIMITED TO CAD $500. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.

Brightspark and the Site are not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Site. Any attempt to defraud the Site or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply.

You will indemnify and hold harmless Brightspark, its affiliates, and any of their respective officers, directors, and employees, from and against any and all damages, judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising in connection with your use of this Site or breach of this Agreement.

16. Revision and Update of Terms. Brightspark may revise the Terms at any time without notice by updating this Site. All updates to the Terms will be posted on this page. You are bound by any revisions or updates. You should periodically visit these Terms to review the current terms that apply to your use of our Site.

17. Survival, Waiver. The Terms shall survive any termination of your account or any termination of this agreement. Failure to insist on compliance with the Terms shall not constitute a waiver thereof.

18. Entire Agreement. These terms constitute the entire agreement between Brightspark and you with respect to the Site and may be modified only pursuant to written agreement signed by an authorized Brightspark representative.

19. Governing Laws; Jurisdiction. The Terms are governed and interpreted pursuant to the laws of Ontario, Canada, notwithstanding any principles of conflicts of law. If you access this site from another jurisdiction, you are responsible for ensuring compliance with any local laws relating to access and use of this Site. You hereby consent to the jurisdiction of the qualified courts operating in the Province of Ontario.

20. Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such provision shall be deemed modified so that it is an enforceable provision that most closely approximates the parties’ intent.

21. How to Contact Us. If you have any questions about our practices or these Terms, please contact us at privacy@brightspark.com or send mail to:

Brightspark Ventures
Attn: Chief Privacy Officer
200-129 Spadina
Toronto, ON M5V 2L3

Thank you for visiting the Brightspark Ventures website (the “Site”). The Site provides information regarding potential investments and allows subscribers or users (“you” or “User“) to evaluate, and commit to participate in, certain investment activities. These terms of use (the “Terms”) are a contract between you and Brightspark Ventures and its affiliated entities (“us“, “we” or “Brightspark“) with regard to your use of services available by means of this Site (“Services“); please read them carefully. By registering for our Site you accept the legally binding Terms set forth below, as well as the terms of our Privacy Policy. If you do not agree to the Terms, you should exit and cease all use of our Site and Services.

1. Services. Among other Services, this Site presents information regarding potential investments and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transaction. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. Brightspark management decisions are final in all matters relating to the Site, Services and other activities related to the Site.

2. Legality. Use of the Site in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Site and consummation of transactions contemplated by this Site are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult legal counsel. When you access, resister for or use the Site, you do so at your own risk, and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Site.

3. No Financial Advice. The Site does not offer financial advice or recommend investments. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the Site is not offered as financial advice, and should not be the basis for actual financial activities. We are not liable for any reliance on information available through this Site by you or anyone who you may inform of its contents.

4. Intellectual Property Rights. Brightspark owns the copyright in the Site and its content, including its overall appearance, graphics design and underlying source files. You may download or copy material from our Site, only for your own personal, non-commercial use. Any other use is forbidden. Except as permitted above, you may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, create derivatives of, or use for any public or commercial purpose the contents of this Site without the prior written permission of Brightspark. The entire contents of this Site are protected by copyright and/or other intellectual property rights. You may not link to or frame this Site or any portion hereof. Brightspark’s name and other Brightspark services names and logos referenced in this Site are trademarks of Brightspark or its affiliates. Rights in other marks and logos which appear on the Site are reserved to the owners thereof, and Brightspark is not affiliated with and does not endorse such entities. You may not separate from this Site, or copy or download separate from our Site, or otherwise use any of these trademarks or logos. Nothing contained in this Site should be construed as granting any license or right to use any of these trademarks or logos.

5. Equipment. You are responsible for providing, maintaining and repairing at your own expense all equipment and ancillary services required to access, connect to or otherwise use the Services, including, without limitation, modems and hardware.

6. Registration & Account Use. You must be at least Eighteen (18) years old in order to register for or use the Site. Notwithstanding the foregoing, if you reside in a state, country or other jurisdiction that requires a higher minimum age for your use of the Site or participation in its activities, you must comply with the applicable law.

When you register with Brightspark and set up your account, you must:

• Provide Brightspark with accurate and complete information, including without limitation, your name, address, telephone number, and additional detailed financial and legal information needed to establish an account. You may also be required to provide additional and/or supplemental information in the future upon request by Brightspark; and
• Update your account information with any new information within thirty (30) days of changes to such information. Further, you will not use false identities or impersonate any other person or use a name that you are not authorized to use. We encourage you to read our Privacy Policy at for information about our policies and procedures regarding the collection, use, and disclosure of personal information we receive. You represent and warrant that all information you provide to us at registration or otherwise and in connection with use of the Site shall be current, truthful, and complete when provided.
• You are responsible for safeguarding and maintaining the confidentiality of your username, password, and corresponding account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Brightspark account, whether or not you have authorized such activities or actions. You hereby indemnify and, at our request, defend Brightspark against all claims, losses, damages or other liabilities arising from or relating to activities or actions that occur under your Brightspark account. You agree to notify Brightspark of any unauthorized use of your Brightspark account or any other breach of security within (24) twenty-four hours of such use being known to you. In the event that your username or password is stolen, please notify Brightspark immediately so that a new username or password can be created.
• You agree that you will not permit, enable, introduce or facilitate persons who do not have a Brightspark account to have access to or use of the Site.
• We may terminate your account immediately and without notice if you do not comply with the Terms or if we believe your participation in the Site does not comply with applicable laws.

7. Limitations on Participation. You may establish only one account per person to participate in the activities offered on the Site. The Site reserves the right to monitor any effort to establish multiple accounts; in the event the Site discovers that you have opened more than one account per person all additional accounts will be closed without notice and continued violation will result in the termination of any and all of your accounts and Brightspark may take any actions it deems necessary to that effect. The Site also reserves the right to deny access to anyone, including, but not limited to, those users who use proxy servers and/or IP addresses residing in certain geographical areas.

8. Use of Non-Personally Identifying Information. Subject to the provisions below in respect of personally identifying information, any communication or material that you transmit to Brightspark through the Site, by electronic mail or otherwise, including any data, questions, comments, suggestions and the like, is, and will be treated as, non-confidential and non-proprietary information. Brightspark may use such communication or material for any purpose whatsoever including, without limitation, for disclosure, reproduction and publication. Brightspark will be free, without any compensation to you, to use any concepts or know-how contained in any communication or material that you send to our Site for any purpose whatsoever. In addition, Brightspark will be free to use any non-identifying statistical information relating to the Site or use thereof without any compensation to you.

9. Use of Personally Identifying Information and Privacy Policy. You are not obligated under law to provide us with personally identifying information. However, if you do not provide certain personally identifying information, you will not be able to use certain features of this Site. Brightspark will use your personally identifying information as set forth in the Brightspark Privacy Policy. You represent and warrant that you have reviewed the Privacy Policy and agree to its terms.

10. Our Commitment to Security. We have put in place physical and electronic procedures to safeguard and help prevent unauthorized access, maintain data security. We reserve the right to commence civil and criminal proceedings against unauthorized users of the Site, or in connection with activities not in compliance with these Terms or applicable law. Records of user activities using the Site may be accessed by law enforcement organizations. We will comply with court orders with respect to requests for information. You agree that the Site is not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your account. Any attempt to gain unauthorized use of the Site’s systems or any account, interfere with procedures or performance of the Site, or deliberately damage or undermine the Site is prohibited and will result in termination of your account, and civil and criminal prosecution.

11. Links. Our Site may be linked to third party websites. Brightspark has no control over the content or information posted on such third party websites and we do not assume and we expressly disclaim any responsibility or liability therefore. Third party websites may have terms of use and privacy policies that are different from those that apply to the Site. You should refer to these third party websites’ respective privacy notices and terms of use.

12. Emails & Correspondences. By registering at the Site, you acknowledge and agree that we may send you email messages about our company, our services, current investment opportunities, and transactions. By accepting these Terms or using the Site or the Services, you affirmatively consent to receive such commercial messages. As a registered member, you can deactivate your account and be removed from our mailing list by emailing us at support@brightspark.com. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send. Please note that we reserve the right to send you service related communications, including service announcements and administrative messages relating either to your account or to your transactions without offering you the opportunity to opt out of receiving them.

13. Use Guidelines. You understand and agree that Brightspark may review and edit or delete any messages, communications or other content that you submit using or by means of our site (collectively, “Content”) that in the sole judgment of Brightspark, violate these Terms or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any User. You are solely responsible for the Content you submit and/or publish or display (hereinafter, “post”) to the Site or any material or information you transmit to other Users. By posting Content on any public area of the Site, you automatically grant, as well as represent and warrant, that you have the right to grant to Brightspark, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display and distribute such information and content and that Brightspark has the right to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

The following is a partial list of the type of Content and activities that are illegal or prohibited on the Site. Brightspark reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site and terminating the registration of each violator. Prohibited Content and activities include, but are not limited to:

• Content that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
• Activity that harasses or advocates harassment of another person
• Transmitting “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”.
• Engaging in advertising to, or solicitation of, any User to buy or sell any products or services through the Site, including investment opportunities or activities.
• Promoting information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous.
• Creating restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page).
• Providing material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18.
• Soliciting passwords or personal identifying information for commercial or unlawful purposes from other users.
• Providing commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
• Modifying, adapting, translating, or reverse engineering any portion of the Site.
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Site.
• Using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Site.
• Reformatting or framing any portion of the web pages that are part of the Site.
• Creating user accounts by automated means or under false or fraudulent pretenses.
• Submitting Content that falsely express or imply that such Content is sponsored or endorsed by Brightspark or its affiliates.
• Submitting Content that infringe misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party.
• Transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.
• Submitting Content that is unlawful or promote or encourage illegal activity.

While Brightspark prohibits such conduct and content on its site, you understand and agree that you nonetheless may be exposed to such Content and that you use the Site at your own risk.

You must use the Site in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, any User to buy or sell any products or services through the Site. Although Brightspark cannot monitor the conduct of its Users off the site, it is also a violation of these rules to use any information obtained from the Site to harass, abuse or harm another person or to contact, advertise to, solicit or sell to any User without their prior explicit consent. In order to protect our Users from such advertising or solicitation, Brightspark reserves the right to restrict the number of emails which a User may send to other Users in any 24-hour period to a number which Brightspark deems appropriate in its sole discretion.

The Site is made available for your personal, non-commercial use only. Businesses, organizations or other legal entities may not use the Site for any purpose other than with respect to transactions with us.

You may not use the Site for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from Canada, the US, or your country of residence.

14. Confidentiality. Our Site includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of such third parties, which such third parties may deem as ‘confidential’ (“Confidential Information”). Users shall not, without the prior written approval of such third parties, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through Brightspark.

15. Limitation of Liability; Disclaimers. Brightspark cannot guarantee that the information posted on this Site is accurate, complete or suitable for any purpose and if you choose to rely on such information you do so at your own risk. In addition, Brightspark cannot guarantee that the content posted on this Site has not been affected by technical malfunctions or unauthorized tampering. Brightspark does not guarantee that material on this Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. Brightspark does not guarantee any specific level of availability of the Site or Services. Brightspark will not be liable as a result of Site or Services unavailability or interruptions.

Brightspark does not endorse or recommend the services of any advertiser. If you choose to patronize any of our advertisers, you do so at your own risk.

Brightspark may alter or remove materials from this Site at any time. THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, BRIGHTSPARK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL BRIGHTSPARK, ITS AFFILIATES, EMPLOYEES OR OFFICERS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS OR PROFITS. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF BRIGHTSPARK IN CONNECTION WITH THE SITE, USE THEREOF OR INFORMATION APPEARING THEREIN OR ANY OTHER MATTER IS LIMITED TO CAD $500. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.

Brightspark and the Site are not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Site. Any attempt to defraud the Site or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply.

You will indemnify and hold harmless Brightspark, its affiliates, and any of their respective officers, directors, and employees, from and against any and all damages, judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising in connection with your use of this Site or breach of this Agreement.

16. Revision and Update of Terms. Brightspark may revise the Terms at any time without notice by updating this Site. All updates to the Terms will be posted on this page. You are bound by any revisions or updates. You should periodically visit these Terms to review the current terms that apply to your use of our Site.

17. Survival, Waiver. The Terms shall survive any termination of your account or any termination of this agreement. Failure to insist on compliance with the Terms shall not constitute a waiver thereof.

18. Entire Agreement. These terms constitute the entire agreement between Brightspark and you with respect to the Site and may be modified only pursuant to written agreement signed by an authorized Brightspark representative.

19. Governing Laws; Jurisdiction. The Terms are governed and interpreted pursuant to the laws of Ontario, Canada, notwithstanding any principles of conflicts of law. If you access this site from another jurisdiction, you are responsible for ensuring compliance with any local laws relating to access and use of this Site. You hereby consent to the jurisdiction of the qualified courts operating in the Province of Ontario.

20. Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason, such provision shall be deemed modified so that it is an enforceable provision that most closely approximates the parties’ intent.

21. How to Contact Us. If you have any questions about our practices or these Terms, please contact us at privacy@brightspark.com or send mail to:

Brightspark Ventures
Attn: Chief Privacy Officer
200-129 Spadina
Toronto, ON M5V 2L3