Minerva Intelligence Inc. (collectively, “Minerva,” “we,” “us,” or “our”) welcomes you.  We provide you access to our website located at minervaintelligence.com (the “Site”) subject to the following Terms and Conditions of Use (the “Terms of Use”), which may be updated by us from time to time without notice to you. Continued use of the Site after any such changes have been made will constitute your consent to such changes.  You are responsible for regularly reviewing the most current version of the Agreement (as hereinafter defined).  By accessing the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then do not use the Site. As long as you comply with the Agreement, Minerva grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

  1. USE OF PERSONAL INFORMATION

Your use of the Site may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

  1. COMMUNITY GUIDELINES

Minerva’s community, like any community, functions best when its people follow a few simple rules (our “Community Guidelines”).  By accessing and/or using the Site, you hereby agree to comply with these community rules and that: 

  • You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful purpose;
  • You will not access or use the Site to collect any market research for a competing business;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • You will not “stalk” or otherwise harass another;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site;
  • You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Site;
  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
  • You will not use, frame, or utilize framing techniques to enclose any Minerva trademark, logo, or other proprietary information (including the images found on the Site, the content of any text, or the layout/design of any page or form contained on a page) without Minerva’s express written consent;
  • You will not use meta tags or any other “hidden text” utilizing a Minerva name, trademark, or product name without Minerva’s express written consent;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means.

If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice, and to remove any comments that do not adhere to these guidelines.

  1. INTELLECTUAL PROPERTY

The Site contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, trademarks, logos, computer code, artwork and other materials provided by or on behalf of Minerva (collectively referred to as the “Content”).  The Content may be owned by us or by third parties.  The Content is protected under both Canadian and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  No part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Minerva’s express prior written consent.  You must retain all copyright and other proprietary notices contained in the original Content on any permitted copy you make of the Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

Minerva’s trademarks, service marks, and logos (“Minerva Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Minerva.  Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Minerva Trademarks, the “Trademarks”).  Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the Minerva Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other provincial, state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

  1. COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

  1. NO WARRANTIES; LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT ALTHOUGH THE SITE AND THE CONTENT CONTAINED THEREIN CAN BE HELPFUL IN MAKING INFORMED DECISIONS, THE SITE AND THE CONTENT CONTAINED THEREIN ARE SOLELY EDUCATIONAL AND INFORMATIONAL IN NATURE, HAVE NOT BEEN INDEPENDENTLY AUDITED OR VERIFIED, AND ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL OR BUSINESS ADVICE OR EXERCISE OF YOUR OWN JUDGMENT.  ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION. 

WE MAY DISCLOSE MATERIAL INFORMATION RELATING TO MINERVA BY WAY OF NEWS RELEASE OR IN STATUTORY PUBLIC FILINGS PRIOR TO POSTING SUCH INFORMATION ON THIS SITE. INFORMATION ON THIS SITE, INCLUDING MATERIAL INFORMATION, MAY HAVE BEEN MODIFIED, SUPERSEDED, REPLACED, OR SUPPLEMENTED BY MORE CURRENT INFORMATION DISCLOSED IN SUCH PRESS RELEASES OR IN SUCH STATUTORY PUBLIC FILINGS WITH CANADIAN REGULATORY AUTHORITIES. THIS INFORMATION IS NOT TO BE CONSTRUED AS AN OFFER OR AS A RECOMMENDATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION. NO SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN CANADA OR ANY OTHER COUNTRY OR JURISDICTION HAS IN ANY WAY PASSED UPON THIS INFORMATION AND NO REPRESENTATION OR WARRANTY IS MADE BY MINERVA TO THAT EFFECT.

MINERVA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT IN TERMS OF COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS, TIMELINESS, RELIABILITY, OR OTHERWISE. THE INFORMATION ON THIS SITE IS NOT MEANT TO MODIFY, QUALIFY, SUPPLEMENT, OR AMEND INFORMATION DISCLOSED BY OR ON BEHALF OF MINERVA UNDER CORPORATE, SECURITIES, OR OTHER LEGISLATION IN ANY JURISDICTION AND SHOULD NOT BE USED TO MAKE INVESTMENT DECISIONS INVOLVING MINERVA’S SECURITIES.

COPIES OF PUBLIC DISCLOSURE DOCUMENTS ARE AVAILABLE FROM THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL WEBSITE AT WWW.SEDAR.COM.

THIS SITE IS NOT INTENDED AS A MEANS OF SOLICITATION OR OFFERING OF SECURITIES IN ANY JURISDICTION AND THE INFORMATION CONTAINED HEREIN IN NO WAY SHOULD BE CONSTRUED OR INTERPRETED AS SUCH. NO SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN CANADA, THE UNITED STATES, OR ANY OTHER COUNTRY OR JURISDICTION HAS IN ANY WAY PASSED UPON THIS INFORMATION AND NO REPRESENTATION OR WARRANTY IS MADE BY MINERVA TO THAT EFFECT. THE INFORMATION ON THIS SITE SHOULD NOT BE USED FOR THE PURPOSE OF MAKING INVESTMENT DECISIONS CONCERNING MINERVA’S SECURITIES.

THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATIONS, AVAILABILITY, OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES,  AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. MINERVA CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. IN CONNECTION WITH ANY WARRANTY, CONTRACT, EQUITABLE OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, BUSINESS INTERRUPTION, OPPORTUNITIES, OR INFORMATION RESULTING OR ARISING FROM THE USE OF OR RELIANCE ON INFORMATION CONTAINED ON THIS SITE, ANY ACCURACY OR OMISSION IN SUCH INFORMATION OR FAILURE TO KEEP THE INFORMATION CURRENT, USE OF ANY THIRD PARTY WEBSITES LINKED TO THIS SITE, INABILITY TO ACCESS AND USE THE SITE OR THE CONTENT, OR ANY OTHER MATTER CONNECT WITH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT OR OTHER DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR THE CONTENT SHALL BE LIMITED TO FIFTY DOLLARS ($50).  MINERVA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST MINERVA FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

  1. FORWARD-LOOKING STATEMENTS

Certain of the statements made and information contained herein are “forward-looking statements” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking statements”). The forward-looking statements relate to the expectations of Minerva’s management about future events, results of operations and Minerva’s future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate,” “plan,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “propose,” “might,” “may,” “will,” “shall,” “project,” “should,” “could,” “would,” “believe,” “predict,” “forecast,” “pursue,” “potential,” “objective,” and “capable” and similar expressions are intended to identify forward-looking information. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Site should not be unduly relied upon. In addition, this Site may contain forward-looking statements and forward-looking information attributed to third-party sources.

All such forward-looking statements are based on certain assumptions and analyses made by Minerva’s management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the following: the future demand for artificial intelligence technology; competition; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; fluctuations in currency exchange and interest rates; governmental and other regulatory changes; availability of additional financing and reliance of key personnel. The foregoing list of factors is not exhaustive.  Minerva does not intend, and expressly disclaims any obligation to, update or revise the forward-looking statements contained in this Site, except as required by law. You are cautioned not to place undue reliance on forward-looking statements.

Although Minerva has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements or implied by forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated, or intended.

  1. EXTERNAL SITES

The Site may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. External Sites are not under Minerva’s control. The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

  1. INDEMNIFICATION 

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, shareholders, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, or the Site; (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; and/or (iv) your use of the Site.

  1. COMPLIANCE WITH APPLICABLE LAWS

Minerva operates in Canada, and the Site is hosted in Canada. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of Canada.  If you access the Site or the Content from outside of Canada, you do so at your own risk. Whether inside or outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, interrupt the operation of, or discontinue all or any part of the Site at any time without prior notice or liability.

  1. MISCELLANEOUS 

This Agreement, and your relationship with Minerva under this Agreement, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to its conflict of laws provisions. You and Minerva agree to submit to the exclusive jurisdiction of the courts located within the British Columbia registry to resolve any legal matter arising from this Agreement. Your use of this Site does not subject Minerva to the jurisdiction of courts in, or the laws of, any other jurisdiction. Notwithstanding this, you agree that Minerva shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) and to protect its intellectual property or confidential information in any court of competent jurisdiction.

If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “No Warranties; Limitation of Liability,” “Forward-Looking Statements,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.” You may not assign this Agreement. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. 

Copyright 2019 Minerva Intelligence Inc. All rights reserved.

Last Updated: June 5, 2019

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