Terms of Use

Who may use CFX

You may use CFX only if you are a resident of Canada and have reached the age of majority in your province or territory. If you use CFX on behalf of a corporation, trust, or other entity, you confirm you are authorized to act for it, and "you" includes that entity. Information you provide at signup and afterward must be accurate and kept current.

What CFX is

CFX is a workflow platform for subscribing to flow-through share financings offered by Canadian issuers. Through your account you can browse open financings, complete the information a subscription requires, sign your subscription agreement electronically, and follow your subscription's progress through review, acceptance, and completion. Every subscription made through CFX is reviewed by an exempt market dealer (the "EMD"), and issuers decide whether to accept subscriptions to their own financings.

We currently charge you nothing to use CFX.

What CFX is not

This section matters more than any other, so it is short:

• CFX is not a dealer or adviser and gives no investment advice. We do not recommend financings, evaluate whether an investment is suitable for you, or endorse any issuer. A financing's presence on the platform is not a recommendation. Compliance review of your subscription is performed by the EMD, not by CFX.
• Your subscription agreement is a separate contract. The agreement you sign is between you and the issuer. These Terms govern your use of the platform only — they do not modify, add to, or restate anything in a subscription agreement, and nothing in these Terms is a representation about your eligibility to invest. The representations that support an investment are made where they belong: in the agreement you sign.
• No subscription is guaranteed. A subscription you submit may be declined by the EMD's review, rejected by the issuer, or reduced or unfulfilled if a financing is oversubscribed or does not close. Until an issuer accepts your subscription and the financing completes, you have no assurance of an allocation.
• Investing involves risk. Flow-through shares can lose value, their tax treatment depends on your circumstances and on events outside CFX's control (including whether the issuer incurs and renounces qualifying expenditures), and past presentations of any financing say nothing about outcomes. Decisions are yours; if you are uncertain, consult your own financial, legal, or tax advisors.

Your account

You are responsible for your sign-in credentials and for everything done through your account. Keep your password confidential, do not share your account, and tell us immediately at info@cfxcanada.com if you suspect unauthorized access. We may suspend or deactivate an account to protect the platform, its users, or the integrity of a financing, or where these Terms are breached.

Accuracy of what you submit

The information you provide on CFX — your profile, identity documents, suitability information, and everything a subscription asks for — is relied on by the EMD in its review and by issuers in accepting subscriptions, and it flows into documents filed with tax authorities. You certify that what you submit is true, complete, and yours to provide, and that you will correct it promptly if it changes. Providing false or misleading information is grounds for immediate deactivation and may have consequences under law that are yours alone.

Electronic delivery and signing

CFX is an electronic service. You consent to receiving documents, notices, and communications from us electronically — in your account and by email to the address you registered — and to signing your subscription agreement electronically through our e-signing provider. An electronically signed agreement is the document of record for your subscription. If you cannot or no longer wish to transact electronically, contact us; because the platform is electronic end to end, withdrawing this consent means closing your account.

Acceptable use

You agree not to:

• use the platform for any unlawful purpose, or in breach of securities, tax, or anti-money-laundering laws;
• misrepresent your identity, impersonate anyone, or submit information about another person without authority;
• probe, disrupt, or overload the platform's security or infrastructure, or attempt to access accounts or records that are not yours;
• scrape, harvest, or bulk-extract content or data from the platform;
• use the platform to develop a competing service.

Intellectual property

The platform — its software, design, and content we author — belongs to CFX and its licensors. We grant you a limited, revocable, non-transferable licence to use it for its intended purpose: subscribing to financings and managing those subscriptions. Information and documents you submit remain yours; you grant us the licence needed to host, process, display, and transmit them to operate the service described in these Terms and the Privacy Policy. Issuer-provided content (such as financing descriptions) belongs to the issuers that provided it.

Third-party services

Electronic signing is performed through a third-party e-signing provider, and the platform links to third-party websites such as issuer sites and a charitable-donation platform. Third-party services have their own terms, and we are not responsible for them.

Availability and changes to the service

We work to keep CFX available and accurate, but the service is provided "as is" and "as available": we do not promise uninterrupted or error-free operation, and we may add, change, suspend, or remove features. Where maintenance or a change materially affects an in-progress subscription, we will take reasonable steps to notify you.

Disclaimers

Except as expressly stated in these Terms, and except where applicable law does not allow such limits, CFX makes no representations, warranties, or conditions — express or implied — about the platform, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant the conduct, disclosure, or performance of any issuer, or the outcome of any financing.

Limitation of liability

To the maximum extent permitted by applicable law:

• CFX is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost opportunities, investment losses, or tax outcomes, arising from your use of the platform or any subscription made through it;
• CFX's total aggregate liability for all claims connected to the platform is limited to the greater of (a) the amounts you paid CFX in the twelve months before the event giving rise to the claim and (b) CAD $100.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, and nothing in these Terms limits any rights you have under applicable securities legislation.

Indemnity

You will indemnify CFX against third-party claims, and the reasonable costs of responding to them, to the extent caused by your breach of these Terms or by false or misleading information you submitted. This obligation does not apply to the extent a claim results from our own breach of these Terms or of applicable law.

Ending your use of CFX

You may close your account at any time by contacting us. We may suspend or deactivate your account as described above. Closing or deactivating an account does not undo a subscription already signed or completed, and information is retained afterward only as described in the Privacy Policy. Sections of these Terms that by their nature continue — including accuracy certifications, intellectual property, disclaimers, limitation of liability, indemnity, and governing law — survive.

Changes to these Terms

If we change these Terms, we will post the new version here with a new version number and effective date and notify account holders of material changes. Where a change is material, we will ask you to accept the new version before continuing to use the platform, and each acceptance is recorded.

Governing law and disputes

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable there. Subject to any rights you have under applicable law to proceed elsewhere, the courts of British Columbia have jurisdiction over disputes connected to these Terms or the platform.

General

These Terms and the Privacy Policy are the entire agreement between you and CFX about use of the platform — they do not replace or affect any subscription agreement between you and an issuer. If part of these Terms is found unenforceable, the rest remains in effect. Our not enforcing a provision is not a waiver of it. You may not assign these Terms; we may assign them in connection with a reorganization, merger, or sale of the business, with notice to you.