Terms of use

The following terms of use (these “Terms of Use”) govern your access to and use of https://espressocapital.com/  (the “Services”). These Terms of Use form an agreement between Espresso Capital Ltd. (“Espresso”,“us”, “we”, “our”) and you, the User. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Services (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us.

1. Changes to these Terms of Use and the Services

(a) Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Services. It is your obligation and responsibility review these Terms of Use regulary, and to monitor the Services for any changes to these Term of Use. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. 

(b) We reserve the right to change the Services at any time, without notice.

2. Additional Terms

Your access to and use of certain functionalities provided in or through the Services may be subject to additional terms and conditions presented to you by us or our service providers which are incorporated herein by reference. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

3. Privacy 

(a) Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.

(b) You represent and warrant to us that any data, information, records and files that you load, transmit to or enter into the Services will only contain Personal Information for which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services. 

4. Ownership of the Services

All right, title and interest, including intellectual property rights, in the Services, the source code in the software we use to provide the Services (the “Software”) and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Espresso (or our third-party suppliers, if applicable).

The Services and all materials provided by us hereunder are licensed and not sold nor transferred to you.  The Software and all other materials provided by us hereunder, including content we make available through or by the Services, are protected by copyright in Canada, the United States and elsewhere in the world pursuant to the Berne Convention.  You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Services, the Software or other materials provided by us hereunder, or sharing and/or granting access in any of the foregoing to any third party for any purpose.

ESPRESSO CAPITAL is the trade name and mark of Espresso Capital Ltd.  Any trademarks, graphics or logos appearing in the Service are the exclusive property of Espresso (or its third-party suppliers) and may not be used in any manner without our express written

All rights not expressly granted to you in these Terms of Use are reserved by Espresso.

5. User Responsibilities

You agree to:

(a) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;

(b) upload and disseminate only data, information, records and files to which you own or have obtained all required rights and permissions under law and do so only consistent with applicable law;

(c) use reasonable efforts to prevent unauthorized access to or use of the Services;

(d) keep User IDs and all other login information confidential;

(e) monitor and control all activity conducted through you account in connection with the Services; and

(f) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.

6. No Unlawful or Prohibited Use

You will not use the Services in violation of these Terms of Use or of any applicable law.

Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

(a) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Services any data, information, pictures, videos, music or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;

(b) harvest or otherwise collect or store any information (including Personal Information) about other users of the Services, including e-mail addresses, without the express consent of such users;

(c) share, transfer or otherwise provide access to an account designated for you to another person;

(d) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack);

(e) attempt to gain unauthorized access to the Services;

(f) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code; or

(g) use the Services to build or create a similar or competitive product or service; or

(h) authorize, permit, enable, induce or encourage any third party to do any of the above.

7. Third Party Content, Websites or Services

The Services may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Services from third party systems. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under our control. If you choose to access any such content, websites, or services, or to access the Services from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

8. Malicious Code and Security

The downloading and viewing of content are done at your own risk. We do not guarantee or warrant that the Services are compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.

You are prohibited, from attempting to circumvent, or from violating the security of the Services, including without limitation: (a) accessing content that is not intended for you; (b) attempting to or breaching the Services security or authentication measures; (c) restricting, disrupting or disabling service to Services users, hosts, servers or networks by any means; or (d) otherwise attempting to interfere with the proper working of the Services, including but not limited to by introducing any material that is  malicious or technologically harmful.

9. Communications Not Confidential

We do not guarantee the confidentiality of any communication made by you through the Services.We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.

10. Disclaimer

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

12. Indemnification

You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, agents, advisors, licensees, successors and assigns from and against all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees and disbursements, arising out of or in connection with:

(a) your breach of any provision of these Terms of Use or any documents referenced herein;

(b) your violation of any law or the rights of a third party (including intellectual property rights); or

(c) your use or the use by any third party using your User ID of the Services.

13. Term and Termination; Survival

(a) These Terms of Use are effective beginning on the earlier of: (i) the date you first use the Services; or (ii) the date you agree to be bound by these Terms of Use, and will continue for as long as you use the Services or until terminated in accordance with the provisions of these Terms of Use  (the “Term”). At any time, Espresso may: (i) suspend or terminate your rights to access or use the Services; or (ii) terminate these Terms of Use, if Espresso in good faith believes that you have used the Services in violation of these Terms of Use. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Services. For greater certainty, if you continue to use any portion of the Services after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

(b) The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 3(b) (Personal Information Warranty), 4 (Ownership), 7 (Third Party Content, Websites or Services) 8 (Malicious Code), 9 (Communications Not Confidential), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13(b) (Survival), and 15 (General Provisions).

14. Geographical Restrictions

Espresso makes no representation that the Services are available for use in locations outside Canada or all locations within Canada. We provide these Services for use only by persons located in Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

15. General Provisions

(a) Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canadaapplicable therein and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial 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.

(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(d) Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(e) Assignment. You shall not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Subsection 15 (e) shall be void. The terms of these Terms of Use shall be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

16. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at info@espressocapital.com.