Website Terms and Conditions of Use

These following terms and conditions, ("Terms and Conditions") govern your access and use including any content, functionality, products or services offered on Portland Investment Counsel Inc.’s ("Portland," "we," "us," "our") websites including mobile versions of the websites and on any social media platforms (individually referred to as a "Website" and collectively referred to as the “Websites”). By using the Website or by clicking to accept the Terms and Conditions, you accept and agree to be bound and comply with these Terms and Conditions, any other legal notices or disclaimers in the footers, content, other pages of the Website, downloadable application or other technology that you may use to access any content, functionality, products or services that are made available on the Website. If you do not agree to these Terms and Conditions, you must not access or use the Website. Advisors using the advisor portal may be subject to additional terms and conditions, available on Portland’s advisor portal.

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

The Website is intended for Canadian residents only, and does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not allowed. Moreover, the Website does not constitute an offer to sell or a solicitation to buy the securities referred to herein. No securities regulatory authority has expressed an opinion about the securities offered herein and it is an offence to claim otherwise. Please read the final prospectus, offering memorandum or other offering document carefully. The provisions of the offering documents shall prevail if there is an inconsistency between this Website and the offering documents.

If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable, if for any reason all, or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including the advisors portal.

Portland grants you a limited, revocable, non-exclusive, non-transferable license to browse and use the Website for your personal and non-commercial use only. You must not access or use for any commercial purposes any part of the Website or any products, services or materials available through the Website. Advisors may use the materials on our advisor portal for their own internal purposes such as providing products or services to their investing clients. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Portland. You shall not reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
• You may store files that are automatically cached by your Web browser for display enhancement purposes;
• You may print or download one copy of a reasonable number of pages of the Website with any proprietary notices intact, for your own personal, non-commercial use, and not for further reproduction, publication or distribution;
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal and non-commercial use, provided you agree to be bound by our end user license agreement for such applications;
• If we provide social media features with certain content on our Website, you may take such actions as enabled by such features.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website, you must not:

• Modify copies of any materials from this site.
• Use any illustrations, graphs, charts, photographs, video or audio sequences, or any graphics separately from the accompanying text including notes and disclosures.
• Delete or alter any copyright, trademark, proprietary rights or regulatory notices from copies of materials from this site.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage*.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions.

*You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with these Terms and Conditions.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.

The content on our Website is provided only as of the date published for general information purposes only and is not guaranteed to be current, accurate or complete, and is subject to change without notice. It is not intended to amount to advice on which you should rely. References to a security or issuer are not a solicitation or recommendation to buy or sell and should not be interpreted as an endorsement.

The information presented in this Website should not be considered personal investment or professional advice. You should apply or seek professional judgment in making use of such information, including without limitation, the use, timeliness or accuracy of any information as the basis for any conclusions. You should always consult with your financial, legal or tax advisor for advice that reflects your personal circumstances before taking, or refraining from, any action or inaction on the basis of the content on our Website.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Portland accepts no responsibility for any loss or damage that results from any information contained on this Website. Your use of the Website is at your own risk and neither Portland nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Website.

This Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Portland, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Portland. Neither Portland nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Portland, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Portland Investment Counsel is a registered trademark of Portland Holdings Inc. The Unicorn Design is a trademark of Portland Holdings Inc. used under license by Portland Investment Counsel Inc. Buy. Hold. And Prosper. is a registered trademark of AIC Global Holdings Inc. used under license by Portland Investment Counsel Inc. You must not use such marks without the prior written permission of Portland. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

The Website may contain interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All of the User Contributions must comply with these Terms and Conditions.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution to the Website, you grant us and our licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of posting any User Contribution.

By posting User Contributions, you declare and warrant that:

• You own or control all the necessary rights in and to post the User Contributions and have the right to grant the license granted above to us and service providers, and each of their respective licensees, successors, and assigns to the User Contributions and comply with these Terms and Conditions.
• You represent and warrant that all User Contributions comply with applicable laws and regulations and these Terms and Conditions.

You understand and acknowledge that you, not Portland nor Portland's affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are responsible for any User Contributions you post, and you, not Portland, have full responsibility are fully responsible and legally liable, including to any third party, for such content, including and its legality, reliability, accuracy, and appropriateness.

We are not responsible or legally liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website. You are responsible for creating a back-up copy of any User Contributions to ensure you have a copy of any User Contribution or other information.

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website or post User Contributions:

• In any way that violates any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions.
• In any manner that violates the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.
• For the purpose of exploiting, harming or attempting to exploit or harm any individual in any way by exposing them to inappropriate content, or asking for personal information.
• In any way that involves, provides, or contributes any false, inaccurate, or misleading information.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms and Conditions.
• To impersonate or attempt to impersonate Portland, a Portland employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing.
• To transmit, or procure the sending of, any advertising, or promotional material, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, or any other similar solicitation without our prior written consent.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Portland or users of the Website or expose them to liability.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

Portland has the right, without provision of notice to:

• Remove or refuse to post on the Website any User Contributions for any or no reason in our sole discretion.
• At all times, take such actions with respect to any User Contribution deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms and Conditions.
• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.

You waive and hold harmless Portland and its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims resulting from any action taken by Portland and any of the foregoing parties relating to any, investigations by either Portland or such parties or by law enforcement authorities.

We have no obligation, nor any responsibility to any party to monitor the Website or its use, and do not and cannot undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions and comply with them.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we use reasonable efforts to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website. You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation:

• Accessing content and data that is not intended for you;
• Attempting to breach or breaching the security and/or authentication measures which are not authorized;
• Restricting, disrupting or disabling service to users, hosts, servers, or networks;
• Illicitly reproducing TCP/IP packet header; or
• Disrupting network services and otherwise disrupting Portland's ability to monitor the Website.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack, a distributed denial-of-service attack flooding, mailbombing, or crashing.
• Otherwise attempt to interfere with the proper working of the Website.

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Website and your computer, internet, and data security. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, or crashing, viruses, Trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any products, services or items obtained through the Website or to your downloading of any material posted on it, or on any Website linked to it.

Your use of the Website, its content, and any products, services or items obtained through the Website is at your own risk. The Website, its content, and any products, services or items obtained through the Website are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Neither Portland nor its affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, quality, suitability, accuracy, currency, or availability of the Website or its contents. Without limiting the foregoing, neither Portland nor its affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Website, its content, or any products, services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Website or the server that makes it available are free of viruses or other harmful components or that the Website or any products, services or items obtained though the website will otherwise meet your needs and expectations.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

For your convenience, this Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

To the fullest extent provided by law, in no event will Portland or its affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the Website or such other websites including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy, or otherwise, even if foreseeable.

You agree to defend, indemnify, and hold harmless Portland, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website, including, but not limited to, your User Contributions, third-party sites, any use of the Website's content, products or services other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Website.

All matters relating to the Website and these Terms and Conditions and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or related to this Website and under these Terms and Conditions shall be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Any cause of action or claim you may have arising out of or relating to these Terms and Conditions or the Website must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

If any term or provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, for any reason such provision shall be eliminated or limited to minimum extent such that the remaining provisions of these Terms and Conditions will continue in full force and effect.

These Terms and Conditions are in the English language, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties. If there is a discrepancy between any translation of these Terms and Conditions, these Terms and Conditions shall prevail.

These Terms and Conditions constitute the sole and entire agreement between you and Portland regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.