MoneyGeek Inc. is a company incorporated pursuant to the laws of Canada which does business under the name of "MoneyGeek". MoneyGeek has developed a proprietary tool which may be useful for investment decisions.
Description of the Basic Service and Conditions of Use
You may subscribe for our Basic Service which provides you access to our proprietary, automated computer algorithms (the "Algorithms"). These Algorithms may be used to provide investment alternatives based on information you provide, including your investment objectives, financial condition, income, other investments and circumstances, and which information may include the “Client Information” as more fully described in Section 4.
The Subscription Rate for the Basic Service is set out on our website. We reserve the right to change the Subscription Rate at any time by posting a notice of change on our website.
As part of the Basic Service, you are automatically signed up for various types of e-mail alerts. You can customize, modify or de-activate alerts at any time on the Account Settings page when logged into our site. However, we may still send you communications as provided for in Section 16 of this Agreement regardless of whether you have de-activated alerts. We may, in our sole discretion, modify the alerts that are available or stop providing them.
Email alerts may include your MoneyGeek User ID and/or information about your portfolios but, because alerts are not encrypted, we will never include your password in them. Anyone with access to your email will be able to view the content of these alerts.
You understand that alerts may be delayed or prevented by a variety of factors. We will endeavor to provide alerts in a timely manner but we do not guarantee the delivery or accuracy of any alert. You agree that we will not be liable for any delays in delivery or failure to deliver any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on or in response to an alert.
As a convenience to you, you may be able to link to other websites or resources on the Internet, and other websites or resources may contain links to moneygeek.ca. When you access third party websites, you do so at your own risk. These other websites are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us or any association with the linked third party site, its sponsor, or any of the policies, activities, products, or services offered on the third party site or by any advertiser on the third party site.
The Basic Service is not intended to provide legal, tax or financial planning advice. You agree that you are responsible for your own investment research and investment decisions and that the Basic Service is only one tool that you may use as part of a comprehensive investment analysis process. Please note that we will not be liable for any decisions or actions you take, or authorize third parties to take on your behalf, based on information you receive from the Basic Service.
You understand and agree that any investment alternatives resulting from the use of the Basic Service are for your use only and we are not providing any tailored investment advice. You may choose to use the information resulting from inserting your information into the Algorithms but we are not a registrant under the Ontario Securities Act (nor under any other similar legislation in any other jurisdiction) and we are not licensed to provide tailored investment advice. Accordingly:
you are fully responsible for making your own investment decisions;
we are providing you with the Basic Service for your own individual and personal use and not for any other purpose;
you will determine whether to implement the analyses and information made through the Basic Service;
we will not place any transactions on your behalf;
we do not provide ongoing supervision of your assets; and
neither you nor us intend for this Agreement to benefit any third party.
The information we provide and other information that appears on our website is time sensitive. Thus, our information and other information on our website may be subject to different interpretations as market conditions and other factors change. You agree to take into account the time sensitivity of information when reviewing it.
The information you provide us is the "Client Information".
You agree to provide us with the information that is requested in Personal Profile in order to set up your Account (see Section 7). We reserve the right to use this Client Information when providing the Basic Service. MoneyGeek does not make use of the Client Information other than to provide inputs for the Basic Service and is in no way responsible for the content of the Client Information provided when generating the investment information as part of the Basic Service.
You also agree that, for as long as you subscribe for the services of MoneyGeek, you will ensure we have a valid e-mail address for you.
You understand and agree that you are responsible for the content of the Client Information and are fully responsible for updating any information in the event of material changes.
You understand and agree that the output of the Basic Service is dependent upon the completeness and accuracy of the Client Information provided by you.
Your General Representations and Warranties
You represent and warrant to us that:
Decision to Use Our Services: you are a natural person who is at least 18 years old and you have made an independent assessment of the services we offer and have determined whether the service provides value to you.
Compliance with Laws: your use of the Basic Service or Moneygeek.ca does not violate any applicable law or regulation and undertake to abide by all applicable local, provincial, federal and international laws and regulations when using the Basic Service and our website.
Use of the Basic Service and Our Website: You will not use the Basic Service or any other feature on Moneygeek.ca for any purpose that is prohibited by this Agreement.
No Availability to a Third Party: You will not directly or indirectly sublicense, resell, rent, lease, transfer, assign, time share or otherwise make the Basic Service available to any third party who has not subscribed directly for Basic Service.
Changed Circumstances: you will notify us promptly regarding any changes in your Client Information that could affect the information we provide to you or our ability to communicate with you.
Our Intellectual Property: you will not, directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Basic Service, unless and to the extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Basic Service or any other aspect of our website, (iii) copy, distribute, or otherwise transfer any or all of the rights that you receive under this Agreement, or (iv) use or access the Basic Service or our website in order to build a competitive product or service.
Upon reasonable request, you agree to provide any information and to sign all documentation that is necessary for us to carry out our responsibilities under this Agreement; and
You agree not to use another person’s account with us unless you have their express authorization to do so.
Protection of Your Account
You understand and agree that you are solely responsible for the information used in connection with your membership ("Your Account") and you are responsible for maintaining the confidentiality of the password you select for Your Account. You further agree to notify us of any unauthorized use of Your Account or any other security breach related to your use of the Basic Service or moneygeek.ca of which you are aware.
Termination and Refusal
You may terminate your access to our Basic Service and to any other password protected portions of moneygeek.ca at any time and with no penalty simply by sending us an e-mail specifying that you wish to terminate your access. The termination will take effect promptly upon our receipt of your e-mail.
We may, in our sole discretion, for any reason or no reason at all:
refuse your application to subscribe to the Basic Service or otherwise access moneygeek.ca; or
terminate your access to the Basic Service and/or moneygeek.ca:
by giving you not less than five days’ written notice if you are not in reach
of this Agreement; and
immediately if you are in breach of this Agreement.
You agree that all provisions of this Agreement which by their nature should survive
termination shall survive termination.
Except as otherwise provided for in this Agreement, we may, in our sole discretion, take
any of the following actions after giving not less than five days’ notice:
modify or replace any terms of this Agreement;
change, suspend or discontinue the Basic Service (including without limitation,
the availability of any feature, database, or content); and,
impose limits on certain features or restrict your access to parts of the Basic
We may also, in our sole discretion and for any reason or no reason at all, remove from
moneygeek.ca any “Content,” which, for purposes of this Agreement, includes but is
not limited to information (outside the scope of the Basic Service), suggestions, blogs or
forum comments, links, information, data, text, photographs, software, scripts, graphics,
and interactive features generated, provided or otherwise made accessible by us or by
others who are outside our control.
Intellectual Property Protection
You agree that the Basic Service and moneygeek.ca contain content provided by us or by others ("Content") and that such Content is or may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You agree to abide by all copyright notices, information, and restrictions contained in any Content accessed through our website. You agree not to, directly or indirectly sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or any
other submissions or other proprietary rights not owned by you (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.
You may, to the extent our website or a website of a third party (where applicable) expressly authorizes you to do so, download or copy Content, and other items displayed on the applicable website for download, for personal use only, provided that you maintain all copyright and other notices contained in such Content. You agree not to store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from the copyright holder identified in such Content’s copyright notice.
Your use of the Basic Service and/or Content is solely at your own risk. The Basic Service and Content is provided “As Is” and “As Available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.
We make no representations concerning any Basic Service or Content contained in or accessed through our website, and we will not be responsible or liable for the reliability, security, timeliness, quality, suitability, availability, accuracy, completeness, copyright compliance, legality or decency of any Basic Service or Content. By accessing moneygeek.ca, you agree that we shall not be responsible for (1) any errors or defects in the Basic Service or any Content, (2) any person’s reliance on any such Basic Service or Content, whether or not correct, current or complete, or (3) the consequences of any action that any person takes or fails to take based on any such Basic Service or Content.
The foregoing warranty disclaimers will apply to the extent allowed by applicable law.
Except as provided for in our Privacy Notice referenced in Section 1 of this Agreement: (i) we make no guarantee of confidentiality or privacy of any communication or information transmitted on moneygeek.ca or any other sites referenced to in or linked to this Agreement; and (ii) we will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Client Information or Content stored on our equipment, transmitted over networks accessed by our website, or otherwise connected with your use of the Basic Service and/or Content. You consent to any and all communication based upon or containing information provided to us in your Client Information or content.
Risk Acknowledgement, Limitation of Liability and Indemnification
We will exercise good faith and diligence in the execution of our duties to you under this Agreement and will give you the benefit of the Basic Service. However, we make no guarantees regarding any application of the Basic Service to investment decisions either real or contemplated. Prior to any utilization of the Basic Service to any investment decisions, MoneyGeek warns that there may be loss or depreciation of the value of any investment due to the fluctuation of market values or other numerous factors for which legal, accounting or financial planning advice should be sought.
We shall not be responsible for any loss or damages incurred or to do any act or omission of any custodian, broker-dealer, or other investment advisor.
To the extent allowed by applicable law MoneyGeek, including its affiliates and any employees, contractors, directors, suppliers or representatives of MoneyGeek or its affiliates ("MoneyGeek Parties"), is not liable:
for any action performed as well as any error in judgment and/or for any investment losses arising from the management of your own investments; or
under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Basic Service and/or Content: (A) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages or any kind whatsoever (however arising); (B) for any bugs, viruses, Trojan horses, or the like (regardless of the source).
You shall defend, indemnify, and hold harmless MoneyGeek Parties from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to: (i) your use or misuse of, or access to, our website, the Basic Service, Content, or otherwise from any content that you post to our website; (ii) your violation of this Agreement; or (iii) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
We make no representation that the Basic Service or the Content is appropriate or available for use in locations outside of Ontario, Canada. Accessing our website is prohibited from jurisdictions where the Basic Service and such Content is illegal. If you access our website from other jurisdictions, you do so at your own initiative and are responsible for compliance with local laws.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that any cause of action arising out of or related to the Basic Service or your use of our website must commence within two (2) years after the cause of action arose; otherwise, such cause of action is permanently barred.
B. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in London, Ontario, using the English language in accordance with the Arbitration Act 1991,
B. S.O. 1991, c. 17, as am. S.O. 2006, c. 1, s. 1; 2006, c. 19, Sched. C, s. 1(1) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of arbitrators. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in a Court of competent jurisdiction located in London, Ontario. Use of our website is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
C. In any action or proceeding (including arbitration) to enforce rights under this Agreement, the prevailing party will be entitled to seek to recover reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.
Integration and Severability. This Agreement is the entire agreement between you and us with respect to the Basic Service and your use of our website, and supersedes all prior or contemporaneous communications and proposals (including oral, written or electronic) between you and us. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
No Assignment. This Agreement is personal to you, and is not assignable, transferable or sub licensable by you except with our prior written consent.
Deemed Assignment. If, after 30 days of receiving notice of an assignment from us, you do not terminate your Basic Service, you will be deemed to have consented to our assignment of this Agreement.
Force Majeure. We shall not be liable for any failure to perform our obligations under this Agreement where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
Communications and Notices
All notices under this Agreement will be in writing and will be deemed to have been duly given when either posted on our website or sent to you via your e-mail address.
If we have a notice or communication that is specific to you, we will e-mail you at the e-mail address you provided us (and have agreed to keep current) under the terms of this Agreement.
If we have a notice or communication that is not specific to you we will post this notice or communication on the sign in page at www.moneygeek.ca/signin. You agree that you are responsible for checking for any notices we may post on our website.
If you have a notification for us or need to contact us for any other reason, you agree to contact us at moneygeek.ca.