Terms of Use

These terms and conditions of use (“Terms of Use”) comprise a legal agreement between Newlook Capital Inc. (“Company”, “we”, “our”, orus”) and you, the person accessing and using this Website (as defined below). These Terms of Use set forth the legally binding terms and conditions for the use of the Company’s website, located at www.newlookcapital.com (the “Website”), that is owned, operated and maintained, directly or indirectly, by the Company, and all other sites owned and operated by the Company 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 by the Company.

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

In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and the Company agree as follows:

1.  Purpose of Website and Acceptance of Terms

The Website is made available to you solely for the purpose of providing you with information, subject to the terms and conditions contained in these Terms of Use and the Company’s Privacy Policy (the “Privacy Policy”). The Company reserves the right to modify or replace the Terms of Use. Should we wish to modify or replace these Terms of Use, we will post an updated version on our Website. We recommend that you check this Website periodically in order to review our current Terms of Use. You can tell if this Terms of Use has changed by checking the effective date that appears at the bottom of this Terms of Use. Depending on the circumstances, we may also decide to send you a notice in other ways in our discretion, such as via email or other contact information you have provided that the Terms of Use was changed. If you continue to use our Website after the Terms of Use changed or notice of the change has been given, you will be deemed to have accepted such changes.

2.  License

The Company hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to: (a) access the Website for the purpose of obtaining information in accordance with these Terms of Use; and (b) 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 Website. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of the Company or any third party. The Company may terminate this license at any time for any reason whatsoever.

3.  Content

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 of Use 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, including the terms and conditions specified under these Terms of Use. The Company is not responsible, and assumes no liability, for any Third Party Content.

All content and data made available by the Company through the Website, including any Third Party Content, (the “Company Content”) is owned solely and exclusively by the Company and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Company Content; (b) market, sell, re-sell or make commercial use of the Website or any Company Content; (c) systematically collect from the Website and use any Company Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Website or the Company Content.

4.  Not an Offering of Securities

The information on this Website is provided for informational purposes only and is not intended to be, and should not be construed as, investment, legal, accounting, tax or other professional advice. This Website does not constitute an offer to sell or a solicitation to buy any securities, nor shall it form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Visitors to this Website who are considering making an investment in a specific securities offering are reminded that they must not make any decision on the basis of information contained on this Website but, rather, only on the offering documents relating to that particular securities offering.

5.  Use Restrictions

You agree that when using the Website, you will not: (a) post or transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) post or transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party; (c) except as expressly permitted by these Terms of Use, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Website; (d) use the Website to provide the benefit of the use of your account, if any, to or for any other person; (e) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Website or any software or technology or content forming part thereof; (f) use the Website to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (g) use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Website or for any other purpose in connection with your access to and use of the Website; (h) take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Website or to shut down, overload or overwhelm the Website; (i) copy, republish or redistribute any part of the Website, including by caching, framing or similar means, without the prior written consent of the Company; or (j) take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Website, including content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offence, or conduct that would give rise to civil liability or violate any law.

You must safeguard your login information, including username, passwords, digital certifications or other similar security mechanism used by the Website to identify you (“Authentication ID”) that you created to access the restricted portions of the Website and you must not disclose this information to anyone. You must immediately notify the Company of any unauthorized use of your Authentication ID.

You agree, and confirm, that your use of the Website 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 Website due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.

6.  Personal Information

You agree that your use of the Website is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. Personal Information and “cookies” will be collected, used and disclosed by the Company solely in accordance with these Terms of Use and the Company’s Privacy Policy.

7.  Exempt Edge Terms

You agree and acknowledge that access to and use of restricted sections of the Website is subject to terms and conditions located at [insert URL to Exempt Edge] (“Exempt Edge Terms”). By agreeing to these Terms of Use, you agree that you have read the Exempt Edge Terms and agree to be bound by it.]

8.  Website Provided “AS IS”

YOU UNDERSTAND AND AGREE THAT THE WEBSITE, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

THE COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. THE COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER OR ELECTRONIC DEVICE, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF THE COMPANY IN OPERATING THE WEBSITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE WEBSITE.

9.  Disclaimer of Warranties and Limitation of Liability

IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (EACH A “COMPANY PARTY” AND COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR ANY INABILITY TO USE THIS WEBSITE (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF WEBSITE OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The terms and conditions of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Use. You agree that the limitations of liabilities set out in these Terms of Use are fair and reasonable in the circumstances.

10.  Indemnity

You agree to defend, indemnify, and hold harmless the Company 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: (a) breach of these Terms of Use; (b) access to the Website; and (c) provision of other disclosure to the Company of any other information or data and the use of same by the Company or other Company Party as contemplated hereunder.

11.  Trade-marks

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

12.  Children

The Website are not intended to be used by any person under the age of thirteen (13). To use and access the Website, you must be at least thirteen (13) years of age (or the minimum legal age in your country to use our Website).

13.  Jurisdiction

The Website is administered by the Company from a site that is located in [Ontario, Canada] [NTD: Please confirm]. You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Website shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and that federal laws of Canada applicable therein. 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 of Use 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.

14.  Waiver

No delay or omission by the Company to exercise any right or power it has under these Terms of Use 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 the Company must be in writing and signed by an authorized representative of the Company.

15.  Entire Agreement

These Terms of Use and any documents incorporated by reference herein constitute the entire agreement between you and the Company as it relates to the access to, and use of, the Website and the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between the Company and you.

16.  Interpretation

In these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms of Use; (c) the division of these Terms of Use into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (d) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (e) you and the Company agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.

17.  Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, 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 of Use shall be valid and enforceable to the extent permitted by law.

18.  Electronic Documents

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) 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 (b) legally enforceable as a signed agreement. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19.  Termination

The Company may suspend or terminate your access to the Website immediately without prior notice and without further obligation or liability to you if, in the Company’s sole discretion, it determines you have breached these Terms of Use. The Company may also suspend your access to the Website or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. 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 of Use.

20.  Contact / Notices

If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, the Company under the Term of Use, please contact the Company by emailing us at industrialfund@newlookcapital.com. The Company may provide notices or communications to you on the Website and you agree that such notices shall constitute notice to you whether or not you actually access the notice.

21.  Assignment

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

Last Updated: December 1, 2019