Terms of Use - Qwest Funds

LAST UPDATED: DECEMBER 07, 2020

These terms of use (the “Terms”) apply to your access to and use of any materials or content provided through (a) the Website located at www.qwestfunds.com and such other websites and locations as may be made available from time to time (collectively, the “Website”), owned and operated by Qwest Investment Management Corp. and its corporate affiliates (“Qwest”, “we”, “us”, “our”), (b) any “app” or other front-end software provided by us (for greater certainty, excluding third party software that may interact with the Website or the Service, as defined below) that interacts or interfaces with the Website (the “Software”), and (c) the products, services and strategies we provide through the Website and/or the Software (collectively, the “Service”). By accessing and using the Service, you accept and agree to be bound by these Terms, and all applicable laws and regulations.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Service is subject to these Terms. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Service.

SECTION 1 – SECURITIES DISCLAIMERS

WITHOUT DIMINISHING THE IMPORTANCE OF THE REST OF THIS DOCUMENT, PLEASE READ THIS SECTION CAREFULLY BEFORE RELYING ON ANY INFORMATION AVAILABLE THROUGH THE SERVICE.

1.1 No Offer

The Service is only offered in jurisdictions where it may be lawfully offered for sale or made available. The contents of the Website are not, and should not be constructed to constitute, an offer to sell or a solicitation to buy products, services or investment strategies to any person in a jurisdiction where such offer or solicitation is not permitted. No information included through the Service is to be construed as investment advice or as a recommendation or a representation about the suitability or appropriateness of any product or service. The amount of risk associated with any particular service, product or investment strategy depends largely on the investor’s own circumstances. You should consult with your professional advisors regarding the suitability of the products, services or investment strategies mentioned on or made available through the Service.

1.2 No Reliance

All material contained within or made available through the Service is for general information only and is not, nor does it purport to be, a complete description of the products, services or investment strategies offered by us. If there is an inconsistency between any information found through the Service and the respective offering documents of any product, service or investment strategy offered by Qwest, the provisions of the applicable offering documents shall prevail. Without limiting the foregoing, (a) we take commercially reasonable steps to provide timely, accurate and reliable information, and (b) we believe the information made available through the Service to be accurate, reliable and up-to-date when published. We assume no responsibility for any errors or omissions of the information made available through the Service.

The views and opinions expressed through the Service are those of Qwest and are subject to change without notice. Information obtained from third parties is believed to be reliable, but Qwest makes no representation or warranty, express or implied as to its accuracy, completeness, reliability or correctness.

1.3 About Our Privately Offered Investment Funds

Qwest investment funds offered pursuant to available exemptions from the prospectus requirement under applicable securities laws (“Privately Offered Funds”) are distributed through authorized dealers. Commissions, trailing commissions, management fees and expenses all may be associated with the Privately Offered Funds. Please read the offering materials (including the Term Sheet or Offering Memorandum, where available) for a particular Privately Offered Fund before investing. Any performance data provided through the Service is based on historical returns and does not, nor is it intended to, reflect the future values of the Privately Offered Funds or returns on investment in any of the Privately Offered Funds. Further, the performance data provided assumes reinvestment of all distributions and does not take into account sales, redemptions, distributions or optional charges or income taxes payable by any unitholder that would have reduced returns. Securities of the Privately Offered Funds are not guaranteed by the Canada Deposit Insurance Corporation or by any other government deposit insurer. Past performance may not be repeated.

1.4 Forward-Looking Statements

The Service may contain forward-looking statements about general economic factors which are not guarantees of future events or performance. Forward-looking statements involve inherent risk and uncertainties, so it is possible that predictions, forecasts, projections and other forward-looking statements will not be achieved. Qwest cautions you not to place undue reliance on these statements as a number of important factors could cause actual events or results to differ materially from those expressed or implied in any forward-looking statement. All opinions in forward-looking statements are subject to change without notice and are provided in good faith but without any legal responsibility.

SECTION 2 - SERVICE USE

2.1 Updates to Terms

We reserve the right to amend these Terms at any time, but we will use reasonable efforts to publish each amendment before it becomes effective, and we will post notice on the Service before it becomes effective (you may receive notice of that if you have provided us with an email address). We will ensure that the latest, fully-amended version of these Terms are published on the Service. If any amendment is unacceptable to you, you may terminate your agreement to these Terms by ceasing use of the Service. If you continue to use the Service after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms. Unless explicitly stated otherwise, any new features, content or services that augment or enhance the current Service shall be subject to the Terms.

2.2 Eligibility

The Service is intended solely for users who are 13 years of age or older, and any registration, use or access to the Service by anyone under 13 years of age is unauthorized, unlicensed, and in violation of these Terms. We may terminate your Account, delete any content or information that you have posted on or through the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in our sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 13 years of age.

2.3 Privacy Statement

You acknowledge that you have read our Privacy Statement as it may be updated from time to time, (the “Privacy Statement”) located at www.qwestfunds.com, and hereby consent to the collection, use and disclosure of your personal information (whether previously collected or to be collected) for the purposes identified in these Terms or in the Privacy Statement, which is incorporated into these Terms by reference and forms an integral part hereof.

2.4 License to Use

In these Terms, “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work available through our Service. Subject to these Terms, we grant you permission to access the Service as a personal, non-exclusive, non-transferable, limited license to use the Service for transitory, non-commercial purposes (unless you are an investment advisor, in which case your purposes may include such commercial role as it relates to our Service), provided that with respect to any Content, you may not:

modify, copy, reproduce or create derivative works of such Content, unless we have expressly authorized you to do so,
use the Content for any purpose other than the purpose set out above,
distribute or transmit the Content (unless you are personally sharing Content on your social media platforms),
publicly display, publish or perform the Content (for any commercial or non-commercial purpose),
create derivative works from, transfer, or sell any Content,
attempt to decompile or reverse engineer any software or database contained in or accessed through the Service, or
remove any copyright or other proprietary notations,

without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.

For greater clarity, you are allowed to provide links to the Service through email, social media, or other similar methods, provided that such methods do not involve the framing or embedding of any portion of the Service within another website or service, imply any affiliation between you and us, or you and the Service, or portray us or the Service in in a false, misleading, derogatory or otherwise defamatory manner.

2.5 Accessibility

The Service is Accessibility for Ontarians with Disabilities Act, 2005 (AODA) compliant. We recognize the importance of accessibility for persons with disabilities and are committed to the principles of accommodation outlined in the AODA and human rights principles. Additionally, our procedures relating to information and communications, and the design of public spaces for persons with disabilities (including the Website) are to be guided by the principles of dignity, independence, integration and an equality of access.

SECTION 3 - CONTENT

3.1 Our Content

Except where expressly stated otherwise, all right, title and interest in and to the Service and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Service (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Service or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Service as set out herein.

3.2 Third Party Content

Content accessed or available through the Service or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Service or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Service as set out herein.

3.3 Your Content

(a) Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Service and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

(b) Ownership of Your Content – Except for Feedback, we do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transfer to us, or any third party, using the Service (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting Your Content to us or any third party using the Service, whether or not through use or, or associated with, your Account:

you will be deemed to have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, irrevocable license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Service as it may exist from time to time, in any medium whatsoever, or to ensure adherence to, or enforce, these Terms,
you will be deemed to have thereby confirmed, represented and warranted to us that you have all right, title and interest, as well as the power and authority necessary, to grant such license to Your Content to us as set out above, and
you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

(c) Data Protection – We will and have established commercially reasonable security measures to ensure that our personnel only use Your Content in accordance with the license granted under these Terms and our Privacy Statement.

(d) Deletion of Your Content – You acknowledge and agree that we may retain a copy or copies of Your Content for archival or compliance purposes or to otherwise provide the Service to you or others, subject always to your license to us set out above, even if you delete your Account to which Your Content is connected. If permitted by the functionality of the Service, you may delete Your Content from the communication facilities thereupon, though we may retain a copy internally thereof for compliance purposes.

3.4 Responsibility for Content

You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Service.

3.5 Public Transmission and Caching

You acknowledge and agree that the technical processing and transmission of the Service, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

3.6 Compliance

We do not have any obligation to censor or review any of Your Content, or any Third-Party Content. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Service and monitor, review and retain any Content, including Your Content, if we believe in good faith that we have a legal obligation to do so, including where we respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.

3.7 Copyright Notice

The Service and all Content (unless otherwise set out herein) is owned and copyrighted by us and/or our licensors, and is licensed to you in accordance with these Terms only.

3.8 Trademark Notice

The trademarks, logos, and service marks displayed on or through the Service are the property (whether registered or unregistered) of Qwest, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

3.9 Copyright Complaints

If you believe that any Content on the Service infringes upon any copyright or other intellectual property right that you own or control, you may send a written notification to us at the email address at the bottom of these Terms

SECTION 4 - ACCEPTABLE USE AND PROHIBITIONS

4.1 Acceptable and Unacceptable Use

(a) Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Terms, you must ensure that:

you only use the Service for lawful purposes, and
if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

(b) Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Terms, you agree that you will not, in connection with the Service, directly or indirectly do or permit any of the following:

post, upload, reproduce, distribute or otherwise transmit any Content that:

(i) is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,

(ii) contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,

(iii) is defamatory, infringing, or unlawful,

(iv) is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility),

(v) gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation,

(vi) constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or

(vii) incites discrimination, hate or violence towards one person or a group because of their belonging to a race, religion, nationality, sexuality, gender or other human-rights protected group of persons;

engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity,
scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems,
forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Service,
impersonate or falsely represent your association with any person, including a representative of us,
disrupt or threaten the integrity, operation or security of any service, computer or any Internet system,
disable or circumvent any access control or related process or procedure established with respect to the Service,
sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, the Service, except where expressly authorized by us,
harvest, scrape, extract, gather, collect, or store personal information about others without their express consent, or
harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Service or to extract data, collect information or otherwise interact with the Service.

4.2 Additional Terms

In addition to these Terms, we may require you to agree to specific terms for particular parts or areas of the Service from time to time by confirming your agreement. Any such additional terms which you agree to will be deemed incorporated into these Terms.

4.3 Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Service, including your Account, and Your Content, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Service or our or any third party’s equipment or network is impaired by your use of the Service, we have received a third party complaint which relates to your use or misuse of the Service, or you have been or are in breach of any term or condition of this Agreement.

You acknowledge and agree that termination, curtailment, or suspension of these Terms for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account and Your Content, and you hereby agree to release us from any and all liability and claims of loss resulting from restrictions, disruptions or cessations. If your use of the Service is suspended or restricted, we will have no obligation to forward any of Your Content to you or any third party.

SECTION 5 - DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES

5.1 Errors and Omissions

Without limiting the remainder of these Terms, the Service and all Content (as defined below) is provided on an “as-is”, “as available” basis, and we do not guarantee, represent or warrant that the Service will be error free or that the Content will be free of errors or omissions.

5.2 Internet-Based Limitations

Your use of the Service depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (a) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (b) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

5.3 User Acknowledgement

You acknowledge and agree that:

all use of the Service provided by us is at your own risk,
the Content that you may access while using the Service may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein, and
all Products and services provided under these Terms are provided on an “as is” and “as available” basis (unless otherwise set out herein).

5.4 Disclaimer of Warranties

Except as otherwise set out in these Terms (and any terms and conditions or policies incorporated herein), we make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the Service. We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever.

5.5 No Liability

Notwithstanding any other provision of these Terms, in no event will we, our affiliates, or our controlling parties, agents employees, suppliers, licensors, resellers or distributors (collectively in these disclaimers and limitations, “we” or “us”) be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, bodily injury or emotional distress arising directly or indirectly from or related to these Terms or the Service, or any Content or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Service,
any suspension, curtailment, restriction, termination or other limitation placed on your use of the Service, or your Account,
any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights,
any loss or damage to Your Content or other data arising directly or indirectly from your use or non-use of the Service or related components,
any use of your Account by an investment advisor (whether authorized or not), or any unauthorized use of your Account by a third party,
the performance of the Internet or the Service,
the content or accuracy of any material, information or data (including any software) related to these Terms or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Service, including material that infringes the rights of others or otherwise violates laws or regulations, and
delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

5.6 Applicability

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

5.7 Indemnity by You

You agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (a) access to or use, by you or permitted by you, of the Service or your Account, or (b) any of your acts or omissions, including breach or non-performance of these Terms and any violation of any third party rights.

SECTION 6 - GENERAL PROVISIONS

6.1 General Provisions

(a) Interpretation – In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s), and (iv) any monetary amounts expressed are in Canadian dollars.

(b) Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Service, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

(c) Severability - If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

(d) Notifications – Subject to our Privacy Statement, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Website or otherwise through the Service, as we may determine in our sole discretion.

(e) Governing Law and Jurisdiction – These Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Terms.

(f) Assignment and Inurement – We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

(g) Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

(h) Relationship – You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Terms or your use of the Service.

(i) Entire Agreement – These Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

(j) English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

6.2 Questions and Concerns

If you have any questions or concerns about these Terms, please contact us by email at compliance@qwestfunds.com.