General terms of use and service

Welcome to the GoTroo.com crowdfunding portal (the “GoTroo.com portal”). Our goals are to:
- Simplify the whole capital raising process for Canadian early stage businesses (a “Start-up”);
- Introduce Crowdfunding Investors, Lead Investors, Accredited Investors, Entrepreneurs and Start-ups to each other; and
- Educate the forgoing persons and Visitors in respect of the formation, funding and operation, of Start-ups.
Overview.
1. The GoTroo.com portal is owned by Crowdco Inc. and operated by it and some of its subsidiaries, affiliates or licensees, (collectively "Crowdco").
2. These General Terms of Use and Service (the "General terms") should be read carefully before accessing the GoTroo.com portal or using the services offered by Crowdco.
3. If you do not agree to all the terms of these General terms and/or Crowdco’s Privacy Policy, you are not eligible to make any use of the GoTroo.com portal or otherwise use any Crowdco Service (as defined hereunder).
4. By visiting, browsing or using the GoTroo.com portal (including by simply viewing content on www.gotroo.com or www.crowdco.ca) and the information, applications and services offered therein or thereby (collectively the “Services”), you and each person you allow to access the GoTroo.com portal through your account agree to be bound by these General terms between you and Crowdco Inc., the Crowdco Privacy Policy and all other operating rules, policies and procedures that may be published by Crowdco from time to time on the GoTroo.com portal, each of which is incorporated by reference and each of which may be updated or modified by Crowdco from time to time without notice to you.
5. These General terms set forth the legally binding terms and conditions for your visit to and/or use of the GoTroo.com portal and the Services and apply to all users of the GoTroo.com portal, including Visitors, Entrepreneurs, Start-ups, Crowdfunding Investors, Lead Investors, Accredited Investors, Interested individuals and Interested Entities (individually and collectively “User(s)”), who in any way access to and/or use any products, services, content, tools, and information available on or via the GoTroo.com portal. See section 4) for more details.
6. The terms and conditions of these General terms are in addition to and do not alter any other agreements between you and Crowdco, including any other agreements that govern your access to and/or use of Services, content, tools, and information available on or via the GoTroo.com portal. Without limiting the foregoing, Crowdfunding Investors, Lead Investors and Accredited Investors seeking to invest will also need to enter into a separate investment agreement with Crowdco (the “Investment agreement”) and a subscription agreement with Entrepreneurs and Start-ups seeking an investment (the “Subscription agreement”). Entrepreneurs and Start-ups seeking an investment will also need to enter into a separate funding listing agreement (the “Funding agreement”) with Crowdco.
7. Your use of the GoTroo.com portal and Services is governed by the version of these General terms in effect on the date of use. You agree to access the information on the GoTroo.com portal solely for the purpose of evaluation of potential investment opportunities found on the GoTroo.com portal. Your continued use of and access to the GoTroo.com portal constitutes your acknowledgement of, and agreement to, the then current General terms.
8. Crowdco reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, remove, replace, or correct the information, content, materials, features, offerings and descriptions on the GoTroo.com portal (a “Modification”) and to suspend and/or deny or discontinue access to the GoTroo.com portal and/or any Services at any time, to anyone for any reason. The information, content, materials, offerings and descriptions on the GoTroo.com portal may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Crowdco does not undertake any obligation or responsibility to update or amend any such information. You agree that Crowdco and its subsidiaries, affiliates and licensees will not be liable to you or to any third party for any such Modification, suspension, denial or discontinuance.
9. You agree that these General terms do not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the GoTroo.com portal or the Services (collectively, "Updates"). Crowdco, however, may occasionally provide automatic Updates to the GoTroo.com portal or to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to these General terms.
GoTroo Accounts.
1. Signup. Any and all Users (as defined in section 4) hereunder) of the GoTroo.com portal may signup to open an account.
2. Deemed acceptance. Even if you are accessing the GoTroo.com portal without creating an account, you are still agreeing to all of these General terms.
3. Right to suspend or close accounts. We may suspend or delete your account and/or User ID in its discretion for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account, and this without prejudice to Crowdco’s right to pursue other remedies at law or in equity if you violate these General terms.
4. Passwords. In order to use the GoTroo.com portal, you must supply Crowdco with a valid email address and password. You hereby agree that you shall be the only authorized user of the GoTroo.com portal under these General terms and shall be solely responsible for the confidentiality of any user name, password or other alphanumeric code or other device required to access the GoTroo.com portal ("Passwords"). You understand that you shall be solely responsible for all GoTroo.com portal activity utilizing such Passwords and agree that use of such Passwords shall constitute an electronic signature and shall be considered the legal equivalent of agreement by your signed written signature.
5. Unauthorized use. Should you become aware of any unauthorized use of your Passwords with respect to transactions through the GoTroo.com portal, you must immediately notify Crowdco via Email or otherwise in writing. Upon receipt of such notice, Crowdco may take reasonable steps to stop any activity using these Passwords, but neither Crowdco, nor any of their respective directors, officers, employees, agents, affiliates, representatives or affiliates can or will have any responsibility or liability to any person whose claim may arise for any claims with respect to the handling or mishandling of any transaction on the GoTroo.com portal resulting from the unauthorized use of these Passwords.
Users
1. Non-targeted users. The GoTroo.com portal and Services are not directed to, and may not be used by, any person in any jurisdiction where (by reason of that person's nationality, residence, age or otherwise) the publication, availability or use of the GoTroo.com portal or the Services is prohibited or would otherwise be contrary to applicable laws, rules or regulations of any governmental authority or where Crowdco is not authorized to provide such Services. For example, the GoTroo.com portal is not directed to minors (in most jurisdictions a person ceases to be a minor at the age of 18 or 21). Persons in respect of whom such prohibitions apply must not access or use the GoTroo.com portal or the Services.
2. Visitors. Certain portions of the GoTroo.com portal will be visible to visitors who have not signed up in another category (a “Visitor”). Those Visitors, nevertheless, are bound by these General terms. Investors, Entrepreneurs and Start-ups should be aware that information they provide that is not designated as “Locked” or “Private” will be visible to everybody including general Visitors.
3. Entrepreneurs. If you are an individual founder, major shareholder, manager or operator of a Start-up (an “Entrepreneur”), you are welcome to upload information about your background, your Start-up (whether you intend to seek funding or not) and its business plan, including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or Entrepreneurs, or by indicating categories of Investors or other persons that may see your Locked information). We will do our best to display information you have designated as Locked only to Investors and other persons who have told us that they fit within the categories you have identified. We cannot, however, require Investors or other persons who see your Locked information to agree not to use or distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material, or that Investors actually fit within any category.
4. Start-ups. A Start-up is an early stage legal entity controlled by one or more Entrepreneurs that may or not be i) seeking capital from Investors, ii) seeking to find a co-founder or partner, or looking to find one or more person to hire as an employee or consultant. If you are acting for a Start-up, you are welcome to upload information about your background, your Start-up (whether you intend to seek funding or not) and its business plan, including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We will do our best to display information you have designated as Locked only to Investors and other persons who have told us that they fit within the categories you have identified and have the right to review such information. We cannot, however, require Investors or other persons who see your Locked information to agree not to use or distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material, or that Investors actually fit within any category.
5. Crowdfunding Investors. Investment in a Start-up by non-accredited investors via the GoTroo.com portal is only available to residents of a Canadian Province or Territory that has adopted orders, decisions and/or instruments of provincial authorities implementing the Notice 45-316 (Start-up Crowdfunding Registration and Prospectus Exemptions) and is subject to all the terms and conditions specified therein. All Investors, including Crowdfunding Investors must enter into a separate Investment Agreement. You are welcome to upload information about your background, any Start-up or Interested entity you currently are or previously were involved or associated with as a mentor, coach, shareholder, director, employee, consultant, funder, service provider, client or otherwise including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We cannot, however, require Investors or other persons who see your Locked information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material.
6. Accredited Investors. With respect to persons accessing the GoTroo.com portal from outside of Canada, only those that meet the requirements to be considered an “accredited investor” in their home jurisdiction and in Canada can invest in a Start-up seeking funding via the GoTroo.com portal. All Investors, including Accredited Investors must enter into a separate Investment Agreement. You are welcome to upload information about your background, any Start-up or Interested entity you currently are or previously were involved or associated with as a mentor, coach, shareholder, director, employee, consultant, funder, service provider, client or otherwise including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We cannot, however, require Investors or other persons who see your Locked information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material. Accredited Investors are only allowed to register with the GoTroo.com portal as such once they self-certify as to their investor qualifications as defined in Regulation/National Instrument 45-106 (Prospectus and Registration Exemptions). The “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the GoTroo.com portal. More specifically, references to “Accredited Investors” accessing this site from:
  1. Canada: means those persons who meet the requirements of Accredited Investor as defined in Regulation or National Instrument 45-106 (Prospectus and Registration Exemptions),
  2. The United States of America: means those persons who meet the requirements of Accredited Investor as defined in Rule 501 of Regulation D of Part 230 (General Rules and Regulations, Securities Act of 1933),
  3. The United Kingdom: means those persons who have been certified as a High Net Worth Individual or Self Certified Sophisticated Investor in accordance with the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
7. Lead Investors. A Lead Investor is a Qualified Investor or an Accredited Investor with experience in business and preferably in Start-ups. Lead Investors are typically called to: i) negotiate the terms of the investment with the Start-up, ii) carry out the due diligence review before the closing of the investment, iii) act as or manage the general partner of the Vehicle created to act as an intermediary between the Crowdfunding Investors and the Start-up, and iv) actively follow the Start-up after the investment until a liquidity event. All Investors, including Lead Investors must enter into a separate Investment Agreement. You are welcome to upload information about your background, any Start-up or Interested entity you currently are or previously were involved or associated with as a mentor, coach, shareholder, director, employee, consultant, funder, service provider, client or otherwise including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We cannot, however, require Investors or other persons who see your Locked information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material. If you are a Lead Investor you must recognize that it is important to use discretion in how you handle Locked Information. You will also want to select what kinds of Entrepreneurs and Start-ups you would like an introduction to and what kinds of business plans you would like to see. We do not promise to show you all qualifying business plans, nor can we promise that all business plans that we show you will actually satisfy your criteria, but we will try.
8. Interested individuals. If you are an individual (other than an Entrepreneur, a Crowdfunding Investor, an Accredited Investor or a Lead Investor) that is involved or interested in the Start-up ecosystem (an “Interested individual”), you are welcome to upload information about your background, any Start-up or Interested entity you currently are or previously were involved or associated with as a mentor, coach, shareholder, director, employee, consultant, funder, service provider, client or otherwise including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We cannot, however, require Investors or other persons who see your Locked information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material.
9. Interested entities. If you represent an entity (other than a Start-up) that is involved or interested in the Start-up ecosystem (an “Interested entity”), you are welcome to upload information about your background, your activities, any Start-up or Interested entity you currently are or previously were involved or associated with, including information you consider confidential (see the definitions of “Private Information” and “Locked Information”, in section 16), and to designate which Investors and other persons may see Locked information (either by listing specific Investors or other persons, or by indicating categories of Investors or other persons that may see your Locked information). We cannot, however, require Investors or other persons who see your Locked information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material.
General legal principles.
1. Canadian Provincial securities law require securities sold in the respective provinces to be sold pursuant to a prospectus, unless the sale qualifies for an exemption.
2. Often, start-up ventures use one or more of the “private placement” exemptions (Regulation or National Instrument 45-106) because they allow them to raise capital without complying with the costly and time-consuming prospectus preparation process.
3. Another prospectus exception is contained in orders, decisions and/or instruments of provincial authorities implementing the Notice 45-316, also known as Start-up Crowdfunding Registration and Prospectus Exemptions. The Gotroo.com portal will initially operate under the terms and conditions of in conformity with orders, decisions and/or instruments of provincial authorities implementing the Notice 45-316. The GoTroo portal Portal is not required to be registered under applicable Canadian securities legislation and is not so registered but it operates in conformity with the following orders, decisions and/or instruments of provincial authorities implementing the Notice 45-316. with Multilateral Notice 45-316 :
  1. Quebec : DECISION N° 2015-PDG-0077 dated May 14, 2015 (Bulletin 2015, vol. 12 no. 19, p. 216)
  2. Nova Scotia: Blanket Order no. 45-524 in force on May 14, 2015
  3. New Brunswick: Blanket Order 45-506 in force on May 14, 2015
  4. British Columbia: BC Instrument no. 45-535 dated May 14, 2015
  5. Manitoba : Order No. 7105 dated May 14, 2015
4. Furthermore, many provinces and foreign countries all have jurisdiction-specific regulations governing securities transactions that must be observed. If you are not a resident of a Canadian Province where one of the Crowdfunding exceptions applies, you must make your own assessment regarding regulatory requirements as may be applied to your activities on our site.
5. The GoTroo.com funding portal provides no advice to investors or make any statement or recommendation on the suitability of the securities offered or the merits of the investment.
What we promise and don’t promise.
1. Our obligations under these General terms are limited to two elements (A) we will require all Investors using the GoTroo.com portal to complete an “Investor Questionnaire” and enter into an Investment agreement and a Subscription agreement and execute a risk acknowledgement form; and (B) we will do our best to disclose Content submitted by Entrepreneurs/Start-ups only in accordance with the instructions of those Entrepreneurs/Start-ups and only to legally admissible Investors who have indicated an interest in such materials. Other than that, you are on your own. In particular, we agree,
  1. to grant you the right to use the GoTroo.com portal and the Services. Subject to your acceptance of these General terms, Crowdco grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the GoTroo.com portal, the Services and related software and to display the results of such use anywhere on the rest of the web, other than on websites one of the principal purposes of which is to compete with Crowdco, provided that you, respect all your obligations, undertakings, representations and warranties under these General terms.
  2. to require all new Investors to execute an “Investor questionnaire”, an Investment agreement, a Subscription agreement and a Risk acknowledgement form. We will require all new Users of the GoTroo.com portal who identify themselves as potential Investors in a Start-up to execute an Investor Questionnaire, an Investment agreement, a Subscription agreement and a Risk acknowledgement form. We have created a questionnaire that is designed to make potential Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
  3. to display Entrepreneurs’ and Start-up’s Content and allow communications with Investors only as allowed by law and instructed by the Entrepreneur/Start-up/Investor. When you create an account on the GoTroo.com portal, and at any time thereafter, you are able to set a variety of filters that will control who is supposed to be able to see your information and what information you will be shown. We promise not to intentionally violate those filters, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.
2. We are not obligated to introduce you to anyone be it a Start-up, an Entrepreneur, an Investor or others.
3. We are not obligated to display your Content to any other User.
4. We are not responsible for doing diligence on the Investors or other Users you may meet through the GoTroo.com portal or on business plans available through Crowdco – You are.
5. We are not responsible for verifying that that any Investor is accredited or otherwise authorized or appropriate to invest in a Start-up, or for determining whether any use of the GoTroo.com portal or the Services constitutes a general solicitation of securities under the laws of any province or other jurisdiction, including foreign jurisdictions – You are.
6. We do not recommend any Start-ups for investment or endorse their fitness for investment, verify the information on the GoTroo.com portal or in our emails and we don't claim any of that information is accurate. In particular, we do not act as investment adviser to any Investor(s) and no part of the GoTroo.com portal is intended to constitute investment advice. Again, that's the Investor’s job.
Other rights we have. Users of the Gotroo.com portal must understand that we have virtually unlimited rights to reject any Investor, Start-up or Entrepreneur, to delete any Content, or to publish any Content provided to us by a Start-up, an Entrepreneur or an Investor on the Gotroo.com portal or in any other medium (except Content marked as “Locked” or “Private” pursuant to section 16), including for the purposes of marketing our Services.
Acceptance of risks.
1. Offerings available on the GoTroo.com portal are only suitable for Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore are considered illiquid. Additionally, Investors may and will probably receive restricted stock that may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns and long-term commitments. Investors must be able to afford to lose their entire investment.
2. The value of investments in private placements and any income from them can fluctuate. Past performance is not a guarantee of future performance. The Information provided on the GoTroo.com portal, including but not limited to newsletters, articles, opinions and views, is provided for information purposes only and has been prepared without reference to any particular Investor's investment requirements or financial situation. It is not intended to provide legal, securities, accounting or tax advice and should not be relied upon in that respect. You should not act or rely on any Information on the GoTroo.com portal without seeking the advice of a professional. Investors are solely responsible for conducting any legal, accounting, tax or other due diligence review. Furthermore, the securities offered on the GoTroo.com portal are not insured by the Canadian Deposit Insurance Corporation ("CDIC") or any other deposit insurer and are not guaranteed by Crowdco or any financial institution. The value of securities offered on the GoTroo.com portal may change depending upon the market. If you have any questions about the investments offered on the GoTroo.com portal, you are encouraged to consult with your investment advisor or other investment or tax professionals.
3. A more complete description of the risks involved in Start-up investing can be found in GoTroo’s Risk Acknowledgement Form and is required to be read and accepted before investing in a Start-up via the GoTroo.com portal. Other specific risk acknowledgement forms may also be required pursuant to applicable laws and regulations (for example, Form 2 in conformity with orders, decisions and/or instruments of provincial authorities implementing the Notice 45-316).
4. You need to make up your own mind and decide what risks you want to take. In particular, we reiterate that no part of the GoTroo.com portal is intended to constitute investment advice. You should seek your own independent advice.
What you are promising. You are promising to use the GoTroo.com portal responsibly and in a professional manner, and to hold us harmless against any damage that may happen to you or us as a result of your use of the GoTroo.com portal. More particularly, you are promising that,
1. you have the right, authority, and capacity to enter into these General terms on your own behalf;
2. if you are visiting or using the GoTroo.com portal or Services on behalf of any entity, you warrant that you are authorized to accept these General terms on such entity's behalf, and that such entity agrees to indemnify Crowdco for violations of these General terms;
3. in the event any aspect of your use or other interaction of or with the GoTroo.com portal violates provisions of local law to which you are subject, you will cease using the Services and close your account;
4. if you are an individual, you are of the full age of majority in your jurisdiction, domicile or location of residence, and in any event of at least the full age of eighteen (18) years old;
5. you will conduct yourself in a professional manner in all your interactions with Crowdco, the GoTroo.com portal and with any other User of the GoTroo.com portal.
6. all registration or other information you submit (including any Private Information) is accurate and truthful and you have the right to submit same on the GoTroo.com portal;
7. you will only provide Crowdco with Content that you have a right to provide to Crowdco and to allow Crowdco to display through the GoTroo.com portal -- which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Crowdco, and that you understand that any other Content you find on or through the GoTroo.com portal is the sole responsibility of the person who originated such Content;
8. you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. Crowdco will not be responsible or liable for any use of your Content by Crowdco in accordance with this agreement.
9. you are not relying on Crowdco and that you understand that we do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the GoTroo.com portal or endorse any opinions expressed via the GoTroo.com portal;
10. you understand that by using the GoTroo.com portal or the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Crowdco for any such material;
11. you understand that the GoTroo.com portal may include advertisements or other content, which may be targeted to the Content or information on the GoTroo.com portal, queries made through the GoTroo.com portal, or other information, and you have no claim against Crowdco for the placement of advertising or similar content on the GoTroo.com portal or in connection with the display of Content or information from the GoTroo.com portal whether submitted by you or others;
12. if you are a Start-up or an Entrepreneur, you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any Investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a Canadian province or territory, or the law of any foreign government with jurisdiction over you or any Investor in your Start-up);
13. if you are an Investor:
  1. you understand that participation in private placements is conditional on providing certain other information relating to your eligibility under securities laws, including client applications, ID verification and certain financial information and entering into a separate Investment agreement and Subscription agreement;
  2. you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money;
  3. you have reviewed, understand and agree to the discussion of risks found in the Risk Acknowledgement Form, and that you are otherwise aware of the risks of any investment of the nature of a start-up investment;
  4. you understand that Crowdco is not acting as an investment advisor or in any other capacity in relation to limited partnerships used as a vehicle to invest in Start-ups (a “Vehicle”), and that the Lead investor in a Vehicle is also not providing any such advice or in any way responsible for the success or failure of that investment and you are not relying on his or her advice;
  5. you specifically agree and acknowledge that you are not relying upon any person, other than the underlying issuer and its officers and directors, in making your investment or decision to invest in any Vehicle. You further agree that no sponsor or other participant in any Vehicle nor the respective controlling persons, officers, directors, partners, agents, or employees of any such person shall be liable to any other Investor for any action heretofore taken or omitted to be taken by any of them in connection with an investment through a Vehicle.
  6. all information, including contact information you provided is and shall remain accurate and truthful and acknowledge that Crowdco shall rely on such representation in connection determining whether a securities offering may be offered, having regard to your jurisdiction of residence. You agree to notify Crowdco as such information changes from time to time.
14. you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax and other advice.
What you are promising not to do:
1. violate the terms and conditions of these General terms;
2. expect Crowdco to evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any email or other information you receive as a result of your access to the GoTroo.com portal as a representation of any kind by Crowdco or any of its personnel on which you should rely;
3. claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through the GoTroo.com portal, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the GoTroo.com portal;
4. copy or distribute the Content of the GoTroo.com portal except as specifically allowed in these General terms;
5. claim any right to access, view or alter any source code or object code of the GoTroo.com portal;
6. use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
7. use as a User ID of a name subject to any rights of a person other than yourself without appropriate authorization;
8. submit false or misleading information to Crowdco or other Users;
9. use the GoTroo.com portal to market services, particularly investment advisory services, that might cause Crowdco to have to register as a broker dealer with any securities regulator, or to be treated as an underwriter;
10. market competing services to people you’ve identified through the GoTroo.com portal.
Confidentiality. By becoming a User, or otherwise using the GoTroo.com portal or any Service including by simply viewing content made available through the GoTroo.com portal in any way, you may have an opportunity to see Locked Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not you will not disclose the nature or content of the investment opportunities or investment updates you see except to other Investors having an active GoTroo account. This includes without limitation, information such as: descriptions of the business; products; plans; financial results and statements; markets; projected activities and results of operations; customers; materials requirements and sources; contracts; backlogs; means; methods and processes of manufacture and assembly; management roles and methods; customer names; requirements and contacts; and share ownership and other information not yet disclosed to the public. The foregoing excludes: information that is in the public domain before the time of disclosure; information that is currently in your possession; or information acquired from a third party not under an obligation of confidentiality to Crowdco, an Investor, an Entrepreneur or a Start-up, as the case may be. If you are legally required to disclose any of the aforementioned information, you agree to provide Crowdco with prompt notice so that it may seek a protective order or other appropriate remedy.
Use of information. Crowdco reserves the right at all times (but will not have an obligation) to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these General terms (including investigation of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Crowdco, its users and the public.
Inappropriate Uses. Crowdco may at any time designate one or more activities as inappropriate uses of the GoTroo.com portal in its sole discretion. You agree to refrain from carrying out any of the following activities which will be deemed prohibited “Inappropriate Uses of the GoTroo.com portal”, including:
1. The modification, adaptation, disassembly, decompilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the GoTroo.com portal or any portion of any website on which any Service is offered (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);
2. The use of the GoTroo.com portal in any manner that could damage, disable, overburden, or impair the GoTroo.com portal or another user's use of the GoTroo.com portal or any Service;
3. The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the GoTroo.com portal or any related website, Crowdco code embeddable or embedded on a third party website and/or Crowdco software;
4. The submission of any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by Crowdco;
5. The use of the GoTroo.com portal or Services to violate the security of any computer network or transfer or store illegal material; or
6. The use of the GoTroo.com portal or any Service or the delivery of any Content in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws and any laws of a non-Canadian jurisdiction applicable to you).
APIs available. We may make available one or more APIs for interacting with the GoTroo.com portal. Your use of any Crowdco API is subject to these General terms and the Crowdco API Rules, which will be posted before we make these APIs available (and will become part of these General terms).
Comments, Feedback, Suggestions, Ideas, And Other Submissions. The GoTroo.com portal may invite you to chat or participate in blogs, message boards, online forums, discussion groups and other similar functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content to Crowdco and/or to or via the GoTroo.com portal, including, without limitation, text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable information or other material (collectively "User Content"). Any such material you transmit to Crowdco or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions ("Ideas") disclosed, submitted, or offered to Crowdco in connection with the use of the GoTroo.com portal or any Service or otherwise and any chat, blog, message board, online forum, text, email or other communication with Crowdco ("User Emails") shall deemed to have been licensed to Crowdco on a nonexclusive, worldwide, royalty-free, perpetual basis.
Content.
1. “Comments” includes any user forum posts, discussion groups, comments, ratings or compliments submitted by Users.
2. “Content” means any information, text, graphics, or other materials, including Comments uploaded, downloaded or appearing on the GoTroo.com portal. You retain ownership of all Content you submit, post, display, or otherwise make available on the GoTroo.com portal.
3. “Locked Information” means, any Content acquired by, through or in connection with your use of the Services or the GoTroo.com portal that was provided by another person and which was identified as "Locked" by such other person in any manner reasonably designed to identify the confidential character of such information. Locked Information will be made available only to Investors or others who have been authorized by us to access same. Such authorization may require completion of a questionnaire and satisfactory background information screening and/or identification verification. Only Users with a valid User ID and password are authorized to access such Locked Information.
4. “Private Information” means, all Content provided by or from you, through or in connection with your use of the Services or the GoTroo.com portal which was identified as "Private" when it was provided. Private Information is not viewable by other Users but may be provided to Regulatory authorities or used as provided in Crowdco’s Privacy Policy.
5. Visitors may view Content made available to the public (which generally will not include Private or Locked information about Entrepreneurs, Start-ups or Investors). Private Information may be accessed only by Crowdco and Regulatory Agencies while Locked Information may only be accessed by Investors and authorized Start-ups and Entrepreneurs.
6. All right, title, and interest in and to the Content (excluding Content provided by Users) is and will remain the exclusive property of Crowdco and/or its licensors.
7. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through the GoTroo.com portal.
8. Crowdco has no obligation to accept, display, review, verify, validate, monitor, or maintain any Content submitted by Users. We have the right to delete Content from the GoTroo.com portal without notice for any reason at any time. Crowdco may move, re-format, edit, alter, distort, remove or refuse to exploit Content without notice to you and without liability. Notwithstanding the forgoing rights, Crowdco reserves the right to treat Content provided by users as content stored at the direction of users for which Crowdco will not exercise editorial control except as required to enforce the rights of third parties and applicable content restrictions below when violations are brought to Crowdco's attention.
9. Crowdco may, but is not required to, monitor or control the Content posted via the GoTroo.com portal. Our failure to exercise that right, however, does not give you any right to make a claim against Crowdco.
10. We do not, and cannot, guarantee that any Content is true, not misleading, relevant, unbiased, fair, correct, complete or viable.
11. We are not obligated to maintain the confidentiality of any Content you give us, other than Private and Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.
12. Crowdco has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but Crowdco does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
13. Crowdco does not control or endorse the Content, messages or information found on the GoTroo.com portal or external sites that may be linked to or from the GoTroo.com portal and, therefore, Crowdco specifically disclaims any responsibility with regard thereto.
14. The GoTroo.com portal may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's Content.
15. You undertake:
  1. not to modify the Content;
  2. attribute the GoTroo.com portal with a human and machine-followable link (an A tag) linking back to the page displaying the original source of the content on the GoTroo.com portal;
  3. upon request, either by Crowdco or by a User who provided the Content, make a reasonable effort to update a particular piece of Content to the latest version on the GoTroo.com portal; and
  4. upon request, either by Crowdco or by a User who contributed to the Content, make a reasonable attempt to delete Content that has been deleted on the GoTroo.com portal.
16. You are licensing to us the right to publish all the Content you upload to the GoTroo portal, including any comments or other forum posts you may offer on the GoTroo.com portal in order to provide the Services. Your Content will be viewable by other users of the GoTroo.com portal and through third party services and websites. You should only provide Content that you are comfortable sharing with others.
17. To the extent that you are the author of any material you have provided to us, you hereby renounce to all moral rights relating thereto (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights")), ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by Crowdco and agree not to assert any Moral Rights with respect thereto,. You further agree that you will confirm any such renunciations, ratifications, consents and agreements from time to time as requested by Crowdco.
18. You acknowledge that Crowdco is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on the GoTroo.com portal, or to feature or otherwise display your Content on any web page.
19. You acknowledge that you do not rely on Crowdco to monitor or edit any Content on the GoTroo.com portal (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with Crowdco) and that the GoTroo.com portal may contain content which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such Content.
20. If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of the GoTroo.com portal Content (as we may determine in our reasonable discretion), you must additionally follow these rules:
  1. You must use a descriptive user agent header.
  2. You must follow robots.txt at all times.
  3. You must make it clear how to contact you, either in your user agent string, or on your website if you have one.
Community Rules. As a User, you will not:
1. include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
2. use hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
3. defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
4. promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
5. violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
6. be in violation of these General terms, any local, provincial, federal or non-Canadian law, rule or regulation or the rules of conduct posted with respect to any individual feature of the GoTroo.com portal or the Services;
7. reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
8. attempt to impersonate any other party;
9. create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
10. trick, defraud, deceive or mislead Crowdco or other Users, especially in any attempt to learn sensitive information;
11. make improper use of Crowdco's support services or submit false reports of abuse or misconduct;
12. create or transmit unwanted electronic communications such as "spam," to other Users or otherwise interfere with other Users' enjoyment of the GoTroo.com portal;
13. disparage, tarnish, or otherwise harm, in Crowdco's opinion, Crowdco and/or the GoTroo.com portal;
14. disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
15. copy or adapt the GoTroo.com portal's software including but not limited to Flash, PHP, HTML, JavaScript or other code;
16. reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the GoTroo.com portal creates to generate web pages or any software or other products or processes accessible through the GoTroo.com portal;
17. except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the GoTroo.com portal, or use or launch any unauthorized script or other software;
18. access or search or attempt to access or search the GoTroo.com portal by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Crowdco (and only pursuant to these General terms), unless you have been specifically allowed to do so in a separate agreement with Crowdco (crawling the GoTroo.com portal is permissible in accordance with these General terms, but scraping the GoTroo.com portal without the prior consent of Crowdco except as permitted by these General terms is expressly prohibited);
19. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the GoTroo.com portal to send altered, deceptive or false source-identifying information;
20. cover or obscure any notice, banner, advertisement or other branding on the GoTroo.com portal;
21. disguise the source of materials or other information you submit to the GoTroo.com portal or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the GoTroo.com portal;
22. interfere with or circumvent any security feature of the GoTroo.com portal or any feature that restricts or enforces limitations on use of or access to the GoTroo.com portal or any Content;
23. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
24. sell access to the GoTroo.com portal or any part thereof other than through a mechanism approved by Crowdco; or
25. interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the GoTroo.com portal, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the GoTroo.com portal.
Intellectual property.
1. The GoTroo.com portal and Services are protected by patent, copyright, trade mark, and other laws of both Canada and foreign countries (“Intellectual Property Rights”).
2. Certain words, phrases, names, designs or logos used on the GoTroo.com portal may constitute trade marks, service marks or trade names (collectively, "trade marks") of Crowdco or other entities. The display of any trade marks on the GoTroo.com portal does not imply that a licence has been granted for any further use.
3. Crowdco respects the Intellectual Property Rights of others and expects Users to do the same. Any unauthorized downloading, retransmission or other copying or modification of trade marks or other Contents of the GoTroo.com portal may be a violation of statutory or common law rights which could subject the violator to legal action.
4. Except as expressly provided herein, nothing in these General terms gives you a right to use the Crowdco or GoTroo name or any of the Crowdco trademarks, logos, domain names, or other distinctive brand features.
5. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us in accordance with the Copyright Policy set forth hereunder:
  1. The law (the Copyright Act in Canada and the Digital Millennium Copyright Act in the U.S.A.) provides recourse to copyright owners who believe that their rights under the relevant Copyright Act have been infringed by acts of third parties over the Internet.
  2. If you believe that any material on the GoTroo.com portal violates these General terms or your copyright, please notify Crowdco as soon as possible by sending an email to abuse@gotroo.com or mailing a letter to the address provided in sub-section v) hereunder.
  3. If such notice relates to a Canadian copyright, your notice should contain the following information in accordance with the Copyright Modernization Act: (i) state the claimant’s name and address, (ii) identify the material allegedly being infringed and the claimant’s right to it, (iii) specify the infringing activity, the date and time of the alleged activity, (iv) an electronic address reasonably sufficient to permit us to locate the material; (v) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
  4. If such notice relates to a U.S. copyright, your notice should contain the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
  5. Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the GoTroo.com portal is:
    Crowdco Inc.
    Attn: GoTroo Copyright
    377 de la Commune ouest
    Montreal, Quebec
    H2Y 2E2
    Email: abuse@gotroo.com
6. Please note that in addition to being forwarded to the person who provided the allegedly illegal content, we may send a copy of your notice (with your personal information removed) to Chilling Effects for publication and/or annotation. You can see an example of such a publication. A link to your published notice will be displayed on the GoTroo.com portal in place of the removed content.
7. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Crowdco will also terminate a User's account if the User is determined to be a repeat infringer.
Privacy and protection of personal information
1. Crowdco values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the GoTroo.com portal.
2. Crowdco does not promise to maintain the confidentiality of information you disclose to other Users on our GoTroo.com portal, and in fact intends to publish most Entrepreneurs’ Content to our Users (with the exception of Private or Locked information as further described in section 16). You may ask us to show your Locked information only to a select set of Investors, and we will do our best to limit disclosure to those Investors, but we cannot promise that nobody else will see your information on or GoTroo.com portal, or what the people who are allowed to see your information do with it. If you want your information to remain private, don’t make it available on our site to other Users.
3. Personal information we collect from Users will be maintained consistent with our Privacy Policy, such as information substantiating your status as an Accredited Investor (or, for non-Canadian. persons, a sophisticated or accredited investor as defined under local regulations). However, other users may still be able to infer certain facts about your income and net worth from your qualification as an investor on GoTroo.com).
4. Crowdco may collect and collate a variety of information regarding the use of the GoTroo.com portal or Services. Crowdco is the sole owner of all such information it collects. By using the GoTroo.com portal or any Service you consent to the transfer of your information to Canada, the United States and/or other countries for storage, processing and use by Crowdco.
5. Crowdco uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store any non-public information uploaded to the GoTroo.com portal or collected by Crowdco in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party "hackers" from illegally accessing our GoTroo.com portal and obtaining access to content or information thereon.
6. Crowdco reserves the right to reveal your identity (or whatever information we know about you) in the event of a complaint, subpoena, warrant, court order or legal action. Crowdco may log all internet protocol addresses accessing the GoTroo.com portal and other information about users' access, and maintain backup copies of content indefinitely and disclose that information to law enforcement authorities as required. See our Privacy Policy.
Other sites.
1. The GoTroo.com portal may contain links to other websites.
2. These other sites were independently developed by parties other than Crowdco and Crowdco does not endorse the viewpoints expressed at, such sites.
3. In providing links to other sites, Crowdco is in no way acting as a publisher of the material contained on those other sites and does not seek to control the content of, or maintain any editorial control over such sites.
4. A link to another site should not be construed to imply that Crowdco is affiliated or associated with, or is legally authorized to use any trade mark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to such other sites. The mention of another party or its product or service on the GoTroo.com portal should not be construed as an endorsement of that party or its product or service.
5. Any external hyperlinks contained in any communication delivered to Users are for ease of reference only and shall not constitute such hyperlinks as part of the communication, unless the communication specifically incorporates such hyperlinks by reference.
6. Crowdco shall not be responsible for the accuracy, completeness, appropriateness or legality of information contained in or assessable by such external hyperlinks.
Warranty disclaimer.
1. The following sections contain limitations and exceptions our attorneys and investors make us include to ensure that we are not at risk for significant liabilities. Since we are offering access to many parts of the GoTroo.com portal free of charge, we hope you’ll understand.
2. Crowdco has no special relationship with or fiduciary duty to you. Crowdco neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the GoTroo.com portal or the Services.
3. Crowdco has no obligation to do any due diligence or other validation or verification with respect to a security offering or other Content provided by a Start-up or other Users.
4. Content provided on the GoTroo.com portal by Crowdco is believed to be reliable when posted. However; Crowdco makes no representations and does not guarantee the quality, availability, accuracy, completeness, timeliness, security, legality, decency, truthfulness, relevance or reliability of any Content provided by Crowdco, Users or others. Crowdco assumes no obligation to update the Content or to advise on further developments concerning topics mentioned. Content contained on the GoTroo.com portal may and probably does contain typographical errors and Content provided may be changed without notice.
5. You acknowledge that Crowdco has no control over, and no duty to take any action regarding: which Users gains access to the GoTroo.com portal; what Content you access via the GoTroo.com portal; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Crowdco from all liability for you having acquired or not acquired Content through the GoTroo.com portal.
6. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE GOTROO.COM PORTAL AND THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS).
7. WITHOUT LIMITING THE FOREGOING, NEITHER CROWDCO NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "CROWDCO PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE GOTROO.COM PORTAL WILL OPERATE WITHOUT INTERRUPTION.
8. Crowdco is not responsible for any technical malfunction or other problems of any communication network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the GoTroo.com portal or the Services, including any mobile software.
Limitation of Liability.
1. NO CROWDCO PARTY IS RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES WHATSOEVER AND HOWSOEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE GOTROO.COM PORTAL, ANY WEB BROWSER OR IN RELIANCE ON THE CONTENT AVAILABLE ON THE GOTROO.COM PORTAL OR AS A RESULT OF TRANSMITTING CONFIDENTIAL INFORMATION TO CROWDCO OVER THE INTERNET OR IF CROWDCO COMMUNICATES SUCH INFORMATION TO YOU AT YOUR REQUEST OVER THE INTERNET, INCLUDING ANY LOSS OF USE, LOST DATA, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY, OR ANY OTHER PECUNIARY LOSS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, FAULT OR OTHER TORTUOUS ACTION, EVEN IF THE CROWDCO PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
2. Under no circumstances will any Crowdco party be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone's use of the GoTroo.com portal or any Service, any Content or third party applications, software or content posted on or through the GoTroo.com portal or transmitted to Users, or any interactions between Users of the GoTroo.com portal or any Service, whether online or offline. You also agree that Crowdco has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by Crowdco.
3. You further specifically acknowledge that the Crowdco parties are not liable, and you agree not to seek to hold the Crowdco parties liable, for the conduct of third parties, including other Users of the GoTroo.com portal and operators of external sites, and that the risk associated with the GoTroo.com portal and/or the Services and external sites and of injury from the foregoing rests entirely with you.
4. Under no circumstances will any Crowdco party be liable to you for more than the amount you have paid to Crowdco in the ninety (90) days immediately preceding the date on which you first assert any such claim.
5. You understand that Crowdco employees and affiliates may use the GoTroo.com portal or the Services as Entrepreneurs or Investors, and that Crowdco is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
Indemnification. You are promising to hold the Crowdco parties harmless against any damage that may happen to any of them as a result of your use of the GoTroo.com portal or the Services. In particular, you agree to indemnify and hold the Crowdco parties harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the GoTroo.com portal or the Services, the violation of these General terms by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the GoTroo.com portal by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against any Crowdco party. You are solely responsible for your use of the GoTroo.com portal or the Services, for any Content you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the GoTroo.com portal or the Services, and for any consequences thereof, including the use of your Content by other Users and third parties. You agree that the provisions in this paragraph will survive any termination of your account(s) or use of the GoTroo.com portal or the Services.
Release. In addition, you hereby release any claims you may have against any Crowdco Party that are in anyway related to the GoTroo.com portal or the Services or your use of Content offered through the GoTroo.com portal or the Services, including any Content or referrals you may receive as a result of your registration with GoTroo.
Best Efforts to Settle Disputes. We both agree to exercise our best efforts to promptly settle any question, dispute, controversy, claim, or other matters of difference concerning questions of fact or law arising under, out of or relating to these General terms and any subsequent amendments of these General terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach (threatened, alleged or actual), enforcement or termination, as well as non-contractual claims, and any damages resulting from any of the above (a “Dispute”). To this end, we agree to discuss and negotiate with each other, in good faith and understanding of our mutual interests, to reach a just and equitable solution satisfactory to both of us.
Arbitration. You agree to waive the right to bring suit in a court and/or to participate in “class action” suits. Instead, if we do not reach a solution under Section 25) within fifteen (15) calendar days following the date that either of us is informed in writing by the other that a Dispute exists (the “Notice of Dispute”), then upon written notice by one to the other (the “Arbitration Notice”), the Dispute (including Disputes related to any investment, Vehicle or other transaction you undertook through or in connection with your use of the GoTroo.com portal but excluding the Disputes referred to in Section 27) must be finally settled by arbitration before and under the auspices of the Canadian Commercial Arbitration Centre (the “Arbitration Center”) in accordance with its Commercial Arbitration Rules which we expressly state to be known to us and are herein incorporated by reference subject to the following:
1. the arbitration tribunal must consist of a single arbitrator appointed by mutual agreement of the parties, or failing agreement within fifteen (15) business days following delivery of the Arbitration Notice, any party may apply to the Arbitration Center to appoint an arbitrator;
2. the arbitration may be conducted in person, through the submission of documents, by phone or online;
3. the arbitrator shall provide opportunity to each party to be present, to be fully heard, by counsel or otherwise, and to cross-examine provided that the parties will confer on an appropriate method for obtaining the claimant’s testimony, including agreeing on a means of obtaining live testimony from the claimant if appropriate, in a manner that minimizes travel and expense burdens on the claimant;
4. we both expressly agree that any arbitration hereunder may proceed in the absence of any party who, after due notice, fails to be represented at such arbitration or to obtain an adjournment thereof, and that, in such event, an award may be made based solely upon the evidence submitted by the party who is present;
5. the arbitration must take place in Montreal, Quebec;
6. the arbitrator is to decide the case pursuant to and consistently with the governing law as provided in section 30)j) (including the scope of the agreement to arbitrate, any statute of limitations, set-off claims, conflict of laws rules, tort or delict claims and interest claims);
7. the arbitrator shall not have the power to add to or modify any of the provisions of these General terms; provided, however that this provision shall not prevent, in any appropriate case, the interpretation and construction by the arbitrator of the applicable provisions of these General terms to the extent necessary to apply such provisions to the Dispute;
8. any compensatory monetary award is to be limited to that necessary to put the aggrieved party in the position as if the other party had fully performed; the arbitrator may not award special, exemplary, or punitive damages;
9. each party shall be responsible for paying all costs and expenses of its own attorneys' fees and expert witnesses' fees; all other costs and expenses of the arbitration proceedings, including the fees and expenses of the arbitrator and the cost of transcripts, shall be shared equally by the parties;
10. all decisions of the arbitrator shall be in writing, shall set forth detailed findings of fact and conclusions of law, shall be final, binding and conclusive upon the parties and will not be subject to any appeal unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as a matter of law as necessarily to imply bad faith or not be supported by evidence;
11. all arbitration proceedings shall be closed to the public and confidential and all pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award;
12. in no event shall a demand for arbitration be made after the date on which institution of legal or equitable proceedings would be barred under the applicable statute of limitations in the jurisdiction in which the arbitration is held.
13. you and Crowdco agree that any arbitration shall be limited to the Dispute between Crowdco and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration. You and Crowdco agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Crowdco's intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
Disputes with others. We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with other Users, you release Crowdco and hereby agree to indemnify Crowdco from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
Term and termination. These General terms will remain in effect between you and Crowdco unless either Crowdco terminates it, or you terminate it by deleting all your Content from the Service, closing your account or you cease to view Content accessible through the GoTroo.com portal. Upon termination of this agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by Crowdco or any other User of the Services that you acquired by use of the Service. Your representations in this agreement and other provision which by their nature are designed to survive termination shall survive any termination or expiration of these General terms.
Miscellaneous
1. Currency. All references to currency on the GoTroo.com portal are to the lawful money of Canada.
2. Entire Agreement. These General terms together with the Privacy policy, the Posting policy and any applicable Funding agreement, Investment agreement and Subscription agreement set forth the entire agreement and understanding between the parties with respect to the subject matter of these General terms and merges, supersedes and cancels all prior discussions, representations, inducements, promises, undertakings, understandings, agreements or otherwise, whether oral, in writing, electronic or otherwise, between the parties with respect to such subject matter. Without limiting the generality of the foregoing, no oral explanation or oral information provided by the parties hereto, or any of them, shall alter the meaning or interpretation of these General terms. Any inconsistency which may exist between any terms and conditions of this document and that of any related agreement shall be resolved in the following order of precedence :
  1. if applicable, any Funding agreement,
  2. if applicable, any Subscription agreement,
  3. if applicable, any Investment agreement,
  4. the Privacy policy,
  5. the Posting Policy,
  6. these General terms.
3. Amendments to these General terms. These General terms may not be orally amended. We may amend these General terms at any time in our sole discretion, effective upon posting the amended General terms at the domain of www.gotroo.com on the page where the prior version of this agreement was posted, or by communicating these changes by sending you an email. It is your responsibility to check the terms of these General terms periodically for changes. Your use of the GoTroo.com portal or Services following the date on which such amended General terms are published will constitute consent to such amendments.
4. Further Agreements and Actions. You and Crowdco agree to cooperate with each other and execute and deliver such further or other documents and assurances and do such other acts as may, from time to time, reasonably be required or deemed useful by the other party to effectively carry out or better evidence or perfect the full intent and meaning of these General terms or to otherwise give effect to the provisions of these General terms. Without limiting the foregoing, upon Crowdco's request, you will furnish Crowdco any documentation, substantiation, acknowledgement or release necessary to verify your compliance with these General terms.
5. Severability. In the event that any clause, term or provision of these General terms or any portion hereof is determined by any Court, arbitrator or other tribunal of competent jurisdiction to be invalid, unenforceable, in conflict with any applicable law or regulations or otherwise illegal, these General terms shall continue in full force and effect as if the offending clause, terms and provisions hereof or portion thereof are no longer incorporated herein.
6. No waiver. The failure of Crowdco to require or enforce strict performance by you of any provision of these General terms or to exercise any right under these General terms shall not be construed as a waiver or relinquishment of Crowdco's right to assert or rely upon any such provision or right in that or any other instance. In fact, Crowdco may choose to enforce certain portions of these General terms more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with all these General terms as so interpreted.
7. No assignment by you. Neither these General terms nor any rights and/or obligations created pursuant to the terms of these General terms may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, and any such attempted assignment shall be void and of no effect without the advance written consent of Crowdco.
8. Successors & Assigns. Subject to the provisions of paragraph g), these General terms shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties.
9. No Third Party Beneficiaries. These General terms are between you and Crowdco. No other person has any rights to force Crowdco to enforce any rights it may have against you or any other User, except to the extent that Start-ups may enforce their own intellectual property rights related to Content offered through the GoTroo.com portal.
10. Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws in force in the Province of Quebec and the federal laws of Canada applicable therein (excluding conflict of laws principles).
11. Choice of Forum. The enforcement of any awards rendered by arbitration pursuant to Section 26) and any disputes arising under these General terms, which for any reason cannot be resolved by arbitration, shall be subject to the exclusive jurisdiction of the Courts of the Province of Quebec and both parties hereby irrevocably attorn to the jurisdiction of the Courts of such province.
12. Non-Canadian jurisdictions. Crowdco operates and controls the GoTroo.com portal and the Services from its offices in Canada. Crowdco makes no representation that the GoTroo.com portal and Services are appropriate or available in other locations. The information provided on or through the GoTroo.com portal is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Crowdco to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
13. Notices/Service. You agree that service of process in any arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of Crowdco, or if no such address has been provided, by email to the email address provided by you to Crowdco in connection with your use of the GoTroo.com portal or Service. You agree that any other notice which may be sent to you by Crowdco for any reason, may be validly sent only through an email to the email address you provided in your profile. It is your responsibility to update your profile in the event of a change in email address.
14. Shipping and delivery policy. Crowdco does not produce, sell or ship any tangible goods. The only items which Crowdco may make available or sell to Users are intangible products such as information, documents, e-books, e-articles, templates, images, graphs, flowcharts, online courses and videos. Delivery of such intangible products will be made exclusively by download from the GoTroo.com portal.
15. Refund policy. Since all of our products are intangible products, delivered instantly once payment is received, refunds will only be issued if all of the following conditions are met:
  1. we are sure that our product is malfunctioning or otherwise defective (i.e. does not comply to the features declared at a product’s homepage or other official product documents),
  2. we receive timely assistance in finding out the details of the problem on the side of the client,
  3. we fail to address the deficiency within a reasonable amount of time (typically within thirty (30) days) from the date we are officially notified in writing of the problem.
    If available, the refund will be issued to the client in full without any compensations or additional reimbursements OR, if the client selects the replacement of the defective product, a replacement product that is of the same value, can be offered.
    If a refund is available, we will refund your money in the same way that you paid. For purchases made with credit cards, the card used will be credited with the refund and for PayPal purchases through the same account. Refunds will be processed within fifteen (15) days of an accepted written refund request.
16. International Conventions. Notwithstanding anything to the contrary contained herein, the following international conventions shall NOT apply to these General terms: (i) the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods, (ii) the United Nations Convention on Contracts for the International Sale of Goods of 1980 (iii) the United Nations Convention on the Limitations Period in the International Sale of Goods, concluded in New York on 14 June, 1974, and the Protocol Amending the Convention on the Limitations Period in the International Sale of Goods, concluded in Vienna on 11 April, 1980.
17. No Punitive Damages. You and Crowdco hereby waive to the fullest extent permitted by law (and to the extent that such waiver is not contrary to any statutory provisions in force in Quebec), any right to or claim for any punitive or exemplary damages against the other and agree that in the event of a Dispute between them, each shall be limited to the recovery of any actual damages sustained by it.
18. Language. This Agreement has been drafted in the English language at the request of the parties. A la demande des parties, cette convention a été rédigée en langue anglaise.

The GoTroo.com portal is operated and provided by Crowdco Inc.,

1050 côte du Beaver Hall, Bureau 1500
Montréal, Québec
H2Z 0A5
Canada.

If you have questions about these General terms, please contact us.

Crowdco and GoTroo are trademarks of Crowdco Inc.
Last updated: 16 July 2015