Terms of Service

These Terms are a legally binding agreement between you and Backers Securities Inc. ("Backers", "we", "us", or "our"). They apply when you visit backers.ca, create or use an account, join an organization, use an issuer workspace, view or interact with a profile or channel, participate in a live event, apply for financing, or use an investment or payment workflow (collectively, the "Platform").

By using the Platform, clicking an acceptance control, or signing a document through the Platform, you agree to the version presented to you. If you do not agree, do not use the Platform. Our Privacy Policy explains how we handle personal information and forms part of the information provided with these Terms.

Public pages and general explanations do not replace the documents for a specific transaction. You must review the current documents shown in that transaction before acting.

You may use the Platform only if you:

• have reached the age of majority where you live;
• have legal capacity to enter into the relevant agreement;
• are in a jurisdiction where Backers makes the relevant service available;
• provide complete, accurate, and current information; and
• use the Platform in compliance with applicable law.

If you act for a company or another organization, you represent that you have authority to bind it and to perform the actions you take. Organization roles and permissions may limit what you can view, prepare, sign, approve, publish, or submit. Backers may request evidence of authority or eligibility and may decline access where it cannot be established.

You must keep your account information current, protect sign-in links and connected credentials, and promptly tell us about suspected unauthorized access. You may not share an individual account, impersonate another person, or use an organization workspace without authorization. You are responsible for actions taken through your account unless you have reported a compromise and we have had a reasonable opportunity to respond.

Backers may require identity, age, residence, authority, bank-account, sanctions, fraud, eligibility, or other verification appropriate to a workflow. Investor identity verification and founder or principal background checks are different, purpose-bound processes. Completing one does not automatically satisfy the other.

A verification result may expire, require additional evidence, or be reviewed again if information changes or risk indicators arise. Authentication by a third-party identity service does not by itself grant an investor, issuer, administrator, or organization role on Backers.

Backers operates this funding portal in Ontario, Alberta, and British Columbia under the Start-Up Crowdfunding Portal Exemption in National Instrument 45-110. Backers is not registered under securities legislation in any jurisdiction of Canada and relies on an exemption from the dealer registration requirement.

Backers does not advise a purchaser about the merits of an investment, recommend an eligible security, or represent that an investment is suitable for a purchaser. Backers may review whether an issuer or offering can use the Platform and may enforce portal rules, but that is not an endorsement, rating, guarantee, or assessment of investment merit.

The complete portal status, investor protections, active jurisdictions, principal disclosures, and links to official sources are on our Regulatory Information page.

The issuer workspace may provide company-profile tools, offering preparation, the 21-Day Bootcamp, documents, issuer communications, media, Backers LIVE workflows, and access to optional support. An application, workspace, completed Bootcamp, public profile, or live-event selection does not guarantee that Backers will approve, publish, keep open, fund, or close an offering.

Issuers and their authorized team members are responsible for the truth, completeness, support, rights, and timely correction of all information they provide. They must notify Backers promptly if an offering document, profile, statement, financial figure, risk, ownership record, or other material information becomes inaccurate or incomplete.

Backers may request evidence, require changes, pause publication, reject materials, or decline or stop an offering for legal, compliance, investor-protection, disclosure, payment, operational, or platform-risk reasons. The executed issuer agreement governs the issuer's portal access, services, compensation, and offering-specific obligations.

Only an offering that Backers identifies as open may accept subscriptions through the Platform. Company profiles, updates, videos, live presentations, projections, comments, and other media are supplementary. The current Form 45-110F1 Offering Document and the stated security terms are the principal disclosure for a crowdfunding distribution.

Before a subscription can proceed, the Platform may require you to complete investor verification, provide purchaser information, receive access to the applicable offering documents, complete Form 45-110F2 Risk Acknowledgement, confirm required matters, choose an amount within the applicable purchaser limit, and electronically enter into the subscription agreement.

A submitted intent or subscription is not a completed investment until all required conditions, payment reconciliation, withdrawal periods, and closing steps are complete. Backers may reject, cancel, correct, or hold a transaction where required by law or where identity, authority, eligibility, capacity, payment, fraud, sanctions, document-version, or other compliance checks are not satisfied.

Applicable withdrawal rights and amendment rights are stated in the subscription flow. Under NI 45-110, the subscription agreement generally permits withdrawal by the applicable deadline within two business days after entering the agreement and provides a further withdrawal period after notice of an amendment to the offering document.

Purchaser assets for a crowdfunding distribution are maintained separately from Backers' own assets and held in trust for purchasers. Cash is held in a designated trust account at a Canadian financial institution and is not released to the issuer unless the distribution closes and the applicable withdrawal periods and closing conditions have been satisfied.

Use only the payment instructions and unique reference displayed inside your Backers transaction. A transfer instruction, payment notice, or on-screen status is not proof of settlement. Backers records payment only after reconciling the result from the applicable bank or payment rail.

If a distribution does not complete or a valid withdrawal is exercised, purchaser assets are returned in accordance with the transaction documents and applicable law. Issuer access fees, support-package payments, and other operating revenue paid to Backers are not purchaser assets and are not held in the subscription trust account.

Business-financing eligibility, approved amount, annualized interest rate, term, security, guarantee, repayment schedule, fees, default rights, and pre-authorized debit authority are determined by the final documents for that note. An application or indicative result is not an approval or commitment to lend.

Weekly debit and investor-payment records remain subject to bank processing and reconciliation. A returned or delayed debit may trigger re-presentation, a returned-item fee, default administration, acceleration, reporting, collection, or other remedies only as provided in the signed documents and applicable law.

Review the complete public business-financing rates, fees, and terms, including the $1.05 servicing fee added to each scheduled weekly debit. Your note and debit mandate control if their approved terms differ from a general illustration.

Fees must be disclosed before they are accepted or incurred. Backers does not charge a purchaser a commission, fee, or similar payment for investing through this exempt funding portal. Your bank, adviser, tax authority, or another provider may charge its own amounts.

Current public issuer pricing appears on the equity issuer page and the business-financing terms page. Equity issuer access, the portal's equity compensation, cash success fee, optional support packages, business-financing origination fees, servicing fees, and returned-payment fees are separate items and apply only where stated in the relevant agreement or transaction.

You are responsible for applicable taxes and for obtaining your own legal, accounting, financial, and tax advice. Backers may correct an obvious pricing or calculation error before acceptance and will present any material change for acceptance where required.

You retain ownership of content you lawfully submit. You grant Backers a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, transcode, display, transmit, and distribute that content as reasonably necessary to operate, secure, and promote the Platform, an approved issuer profile, offering, channel, update, or live event. This licence includes use by service providers acting for Backers.

You represent that you have the rights and consents needed for submitted names, logos, images, music, video, documents, personal information, and statements. Do not upload confidential or sensitive material to a public field. Content marked for publication may be publicly accessible, copied by viewers, indexed, shared, or retained in required records even after the public version is removed.

Backers may moderate, refuse, label, limit, or remove content that is misleading, unlawful, infringing, abusive, unrelated, unsafe, inconsistent with an offering document, or contrary to these Terms. Removal from public view does not require Backers to erase a record that must be retained for legal, audit, dispute, or security purposes.

Backers uses service providers and connected systems to operate portions of the Platform. Depending on the feature and current configuration, these may include authentication and identity services, Water-powered video and live media, Gwen-assisted preparation and operations, banking and payment rails, email or messaging services, storage, hosting, monitoring, and professional advisers.

Gwen may help gather information, create drafts, check completeness, route work, answer routine questions, and execute authorized Backers operations. AI-generated or AI-assisted material can be incomplete or wrong. Issuers must inspect and approve their information and attestations, and investors must make their own decisions. Gwen does not provide investment advice or make an investment suitable for a purchaser.

Water provides media infrastructure for profiles, channels, video, and live sessions. Media availability does not mean an offering is approved or open. Third-party systems may have their own terms, privacy notices, downtime, and geographic processing. Backers remains responsible for its own Platform records and controls as described in these Terms and the Privacy Policy.

You must not use or attempt to use the Platform to:

• break a law, court order, sanction, securities rule, or another person's rights;
• provide false, misleading, manipulated, incomplete, or impersonated information;
• bypass identity, acknowledgement, purchaser-limit, payment, review, or approval controls;
• collect investment funds or complete a Platform offering outside its approved flow;
• gain unauthorized access, probe security, introduce malicious code, or disrupt service;
• scrape, harvest, resell, or misuse investor, issuer, contact, or Platform data;
• send spam, harassment, unlawful promotions, or unauthorized investment solicitations; or
• copy or reverse engineer the Platform except where applicable law expressly permits it.

You must cooperate with reasonable investigation, correction, document, security, and compliance requests relating to your account or activity.

You agree to receive notices and records electronically at the email address, phone number, account inbox, or workspace associated with you. Transactional communications may include identity requests, offering amendments, withdrawal deadlines, payment instructions, receipts, closing or return notices, repayment events, security alerts, and changes affecting your account.

Marketing communications are based on the separate preference or request you make and may be unsubscribed from using the method provided. Unsubscribing from marketing does not stop required account, legal, security, transaction, or company-specific notices.

Clicking an identified acceptance control, typing your name where requested, or using another electronic signing method may constitute your electronic signature and agreement. Backers may record the document version, hash, identity, selections, timestamp, IP address, user agent, and related evidence. Keep downloadable copies for your records.

The Platform software, interface, design system, data structures, compilation, Backers marks, and materials created by or for Backers are owned by Backers or its licensors and are protected by applicable intellectual-property laws. Subject to these Terms, Backers grants you a limited, revocable, non-exclusive, non-transferable right to use the Platform for its intended purpose.

No right to use another issuer's, investor's, creator's, Water's, Gwen's, or other third-party intellectual property is granted except as displayed for ordinary Platform use. Feedback may be used by Backers without restriction or payment, provided we do not identify you publicly as its source without permission.

We may maintain, change, replace, restrict, or discontinue Platform features and integrations. We do not promise uninterrupted or error-free operation. Scheduled maintenance, provider outages, bank cut-offs, security events, legal requirements, and circumstances outside our reasonable control may delay access or processing.

Backers will not treat a third-party status as final until the result has been received, validated, and recorded where reconciliation is required. Where a transaction is already in progress, Backers will administer it under its accepted documents, applicable law, and available continuity procedures.

You may stop using the Platform, subject to obligations in completed or pending transactions. Backers may restrict, suspend, or terminate access if information is missing or false, fees are unpaid, authority cannot be confirmed, security is at risk, these Terms or another agreement are breached, or action is reasonably required for legal, regulatory, payment, investor-protection, or operational reasons.

Suspension or termination does not cancel accrued payment obligations, signed transactions, investor rights, confidentiality duties, intellectual-property rights, record-retention requirements, dispute rights, or provisions that by their nature must survive. Backers may preserve access to records or provide required notices even after general account access ends.

Investing in private-company securities is risky. You can lose some or all of the money invested. Securities may be illiquid, issuers and borrowers may fail, notes may default, repayments may stop, projections may not be achieved, and there may be no resale market or recovery. Backers does not guarantee an issuer, borrower, offering, repayment, return, valuation, tax result, or exit.

General Platform information is provided for information and workflow purposes and is not legal, tax, accounting, financial, or investment advice. Issuer-supplied information remains the issuer's responsibility. To the maximum extent permitted by law, the Platform is provided on an "as available" basis without implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

To the maximum extent permitted by law, Backers is not liable for indirect, incidental, special, punitive, exemplary, or consequential loss arising from Platform use, an investment's performance, issuer or borrower conduct, user error, or a third-party service interruption. Any additional allocation or limit of liability in a signed transaction agreement applies to that agreement.

Nothing in these Terms excludes or limits a duty or liability that applicable securities, privacy, consumer-protection, or other law does not permit us to exclude, including liability for fraud, wilful misconduct, or gross negligence where it cannot lawfully be limited.

These Terms and the documents incorporated by reference are the agreement about general Platform use. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions continue. You may not assign your account or these Terms without our written consent. Backers may assign these Terms as part of a corporate reorganization, financing, merger, sale, or transfer of the Platform, subject to applicable law.

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without limiting any mandatory securities-regulatory jurisdiction or right that cannot be waived. Transaction-specific documents may state an additional governing-law or dispute provision for that transaction.

We may revise these Terms prospectively. A new effective date and version will be posted, and material changes will be communicated or presented for acceptance where required. Changes do not rewrite an already completed transaction unless its governing documents or applicable law permit that result.

Questions, notices, accessibility requests, and legal inquiries can be sent to team@backers.ca. Please include the email associated with your account and any relevant reference number, but do not send identity documents, banking credentials, or other sensitive records by ordinary email.