BRANE INC.
Terms of Use

Last Updated: August 28, 2021

These Terms of Use (these “Terms”) are a legal agreement between Brane Inc. (“Brane”, “we”, “us”, or “our”) and you, an individual accessing the website located at https://brane.capital (the “Website”). The Website includes, but is not limited to, all other sites owned and operated by Brane that redirect to the Website, all subdomains provided through such other site or the Website, and all downloadable applications, features, functionality, content or information that is made available or provided on the Website. The Website is made available to you for the purposes of providing you with access to information about Brane and other product offerings (collectively, the “Services”). These Terms set out the terms and conditions that apply to your access and use of the Website and Services.  

You agree that your use of the Services is subject to the terms of our Privacy Policy (“Privacy Policy”), which is incorporated by reference into, and forms an integral part of, the Terms.

BY USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS WHICH SHALL GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES AND MUST EXIT THE WEBSITE AND REFRAIN FROM USING THE SERVICES.

THESE TERMS CONTAIN A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES OR THE WEBSITE. BY USING THE SERVICES, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.

  1. Modification of Terms

We may revise these Terms from time to time. The most current version will always be posted on our Website. Therefore, we recommend that you frequently visit the Website to monitor any changes to the Terms. In the event of any material change to these Terms, we will post a notice on the Website that we have changed these Terms. If we have your email address, we may (but are not required to) email you to provide notice that we have changed these Terms. If you use the Website after receiving notice of any such modification or replacement, you agree to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change.

Brane reserves the right to change the Website or change, eliminate or interrupt any part of the Website or the Services without notice and for any reasons whatsoever. The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between you and Brane through the Website.

Brane hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to (i) access the Website for the purposes of receiving the Services in accordance with these Terms; and (ii) access, view and print any information and documentation made available on the Website, for your personal, non-commercial and informational use only to assist you in the access and use of the Services.

You agree to use the Services only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree and confirm, that your use of the Services is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Services due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.

You agree that when using the Website and Services, you will not:

Brane may also suspend or terminate your access to the Services or terminate these Terms at any time without written notice to youfor any or no reason whatsoever.

If these Terms are terminated for any reason, you are still bound by the provisions of the Terms that are intended to survive. EXCEPT TO THE EXTENT PROHIBITED BY LAW, BRANE HAS NO LIABILITY OF ANY KIND OR ANY NATURE WHATSOEVER TO YOU SOLELY BY REASON OF ANY CHANGE, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE WEBSITE OR SERVICES OR ANY OR ALL OF THE WEBSITE OR SERVICES IN ACCORDANCE WITH ITS TERMS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOU AGREE THAT YOU SHALL NOT MAKE ANY CLAIM AGAINST BRANE, INCLUDING WITH RESPECT TO ANY LOST REVENUE, PROFITS OR OPPORTUNITIES AS A RESULT OF SUCH CHANGE, MODIFICATION, SUSPENSION OR DISCONTINUANCE OR ON ACCOUNT OF ANY EXPENDITURES MADE OR ACTIONS TAKEN IN RELIANCE ON THE EXPECTED CONTINUATION OF THE WEBSITE, THE SERVICES OR THESE TERMS.

The Website may include images, text, works, audio files, sounds and other content and data that are owned by third parties (“Third Party Content”). You agree that all of the terms and conditions of these Terms relating to the Website apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content.

All content and data made available by Brane through the Website and modifications, enhancements, upgrades, updates or customization thereto, including any Third Party Content, (the “Brane Content”) is owned solely and exclusively by Brane and/or third parties. You may not market, sell, re-sell or make commercial use of the Website or any Brane Content.

If you make any information, documents, data or content available to Brane on or through the Website or by contacting us (“User Content”), you are deemed to grant Brane a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual and worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Website without any payment or restriction.

You represent and warrant that (i) you have the right to use or make available to Brane such User Content and grant the rights to User Content set out herein; and (ii) the User Content made available to Brane through the Website is not in violation of any confidential or other contractual obligations. You are solely responsible and liable for any User Content you make available on or through the Website or that is made available using your account. If you make User Content available through the Website, you represent that you have the right and permission to do so. In addition to the use restrictions set out above, you agree to not post any User Content that may be confidential or defamatory in nature or that may be in violation of a third party’s intellectual property rights. You agree that Brane may proofread, summarize or otherwise edit, remove and/or withdraw your User Content in its sole discretion and for any reason whatsoever.

If you provide Brane with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”), Brane may use such feedback to improve the Website or for any other purpose. Furthermore, Brane shall own such Feedback and Brane and its affiliates, licensees, clients, partners, third-party providers and other authorized parties may use, license, distribute, reproduce and commercialize the Feedback, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Brane. Brane will have no obligation to consider, use, return or preserve any Feedback you provide to us. Any Feedback you provide to us may or may not be treated confidentially by us, and Brane will have no obligation or liability to you for the use or disclosure of any Feedback.

Brane and its licensors make no representation about the suitability of the information contained in the Brane Content.

THE SERVICES ARE PROVIDED BY BRANE ON AN “AS IS” AND “AS AVAILABLE” BASIS. BRANE MAY MAKE CHANGES OR IMPROVEMENTS TO THE BRANE CONTENT AND FUNCTIONALITY OF THE SERVICES AT ANY TIME, WITHOUT PRIOR NOTICE TO YOU. BRANE DOES NOT WARRANT THAT THE SERVICES OR BRANE CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BRANE MAKES NO REPRESENTATIONS ABOUT THE TECHNICAL ACCURACY OR FUNCTIONALITY OF THE SERVICES OR THAT THE BRANE CONTENT IS ACCURATE, ERROR-FREE OR UP-TO-DATE. BRANE MAKES NO REPRESENTATIONS WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR INTELLECTUAL PROPERTY.

The Brane Content published on the Website or the servers which host the Website could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Brane and its licensors may make improvements or changes in the product(s) and/or service(s) described on the Website at any time. Brane makes no warranties that your use of the Brane Content will not infringe on the rights of others and assumes no liability or responsibility for errors or omissions in such Brane Content. You expressly agree that your use of the Website is at your sole risk. You, and not Brane, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising out of your use of the Website or the Brane Content.

IN NO EVENT SHALL BRANE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT BRANE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH ACCESS TO, USE OR PERFORMANCE OF THE SERVICES, FAILURE OF THE SERVICES TO OPERATE, OR ANY BRANE CONTENT OR OTHER INFORMATION PROVIDED ON THE WEBSITE OR IN CONNECTIONWITH THE SERVICES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM OF THESE TERMS AND YOU ACKNOWLEDGE THAT BRANE WOULD NOT GRANT ACCESS TO THE SERVICES WITHOUT YOUR AGREEMENT OF THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

If you are dissatisfied with the Website, the Brane Content or with any of the terms, conditions, guidelines, practices or policies of Brane in operating the Website and in providing the Services, you agree that your sole and exclusive remedy shall be to discontinue accessing the Website and Services.

Unless otherwise prohibited by applicable law, you agree to defend, indemnify, and hold harmless Brane, its affiliates and their respective directors, officers, contracts and employees (collectively, “Brane Parties”) from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your breach of (i) these Terms or any documents incorporated by reference herein; (ii) any law or rights of a third party.

The collection, use and disclosure of personal information or data provided to Brane through this Website is governed by our Privacy Policy. Please refer to Brane’s Privacy Policy available on https://brane.capital/privacy-policy/.

  1. Children

The Website is not intended to be used by, and is not marketed or directed towards, children or any person under the age of 18.

  1. Trade-marks

All product, brand and Brane names and logos and trade-marks displayed on the Website or used in connection with the Services are the trade-marks of Brane (or its suppliers, partner businesses or third party licensors). Any use of any of the marks appearing on the Website or in connection with the Services without the express written consent of Brane or the owner of the mark, as appropriate, is strictly prohibited.

  1. Links

Any links on the Website to third party websites are provided for your convenience and for partnering sites to identify that you are using our Services. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Brane does not warrant or make any representations regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services. You are strongly advised to check the terms of use and the privacy policies of these external websites or resources before making use of them. You acknowledge that Brane may remove any link to an external website or to resources at any time for any reason whatsoever.

  1. Jurisdiction

You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Services and the provision of the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein and that the law of the Province of Ontario is the proper law. You irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

You expressly agree that, in the event that there is a dispute under these Terms and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

  1. Force Majeure

You agree that we are not liable for a delay or failure in performance of the Services or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, pandemics, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

  1. Waiver

No delay or omission by Brane to exercise any right or power we have under these Terms or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Brane must be in writing and signed by an authorized representative of Brane.

  1. Survival of Agreement

All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship with you.

  1. Entire Agreement

These Terms, the Privacy Policy and any documents incorporated by reference herein, constitute the entire agreement between you and Brane as it relates to the access to, and use of, the Services, and the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Brane and you. You and Brane agree that these Terms and all documents relating thereto be drawn-up in English. While a French translation of these Terms may be provided for convenience, in the event of a dispute as to the terms of these Terms, the English version shall prevail.

  1. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms shall be valid and enforceable to the extent permitted by law.

  1. Termination

Brane may terminate these Terms and your use and access of the Services if you fail to comply with any provision of these Terms. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms.

These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Brane’s prior written consent. Brane may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (i) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (ii) legally enforceable as a signed agreement.

Please send us feedback by emailing us at support@brane.capitalor writing us at 496 Gladstone Avenue, Ottawa, ON K1R 5N8.