These Terms of Service (“Terms”) outline the legal agreement between Backers and its users (“you”, “your”) regarding your use of the Backers platform and services. By accessing or using the Backers platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Backers platform.

1. Description of Service Backers provides various SaaS services and solutions to support startups and early-stage ventures including an online funding portal that allows Canadian companies to offer equity in their business to investors. Backers Securities Inc. is operating this Funding Portal under the Start-Up Crowdfunding Portal – Exemption in Ontario (OSC) and British Columbia (BCSC). Backers does not make investment recommendations, nor does it provide investment advice.

2. Eligibility To use the Backers platform, you must be a resident of Canada and at least 18 years old. Investors must also meet any additional eligibility requirements specified by Backers from time to time, including the completion of an investor profile and the accreditation of certain investors as required by Canadian securities laws.

3. User Accounts To access certain features of the Backers platform, you must create a user account. You are responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account. You agree to immediately notify Backers of any unauthorized use of your account or any other breach of security

4. Investment Risks for Investors Investors should be aware that investing in early-stage companies carries a high degree of risk. The Backers platform provides information about investment opportunities, but it does not provide investment advice or endorse any particular investment. You are responsible for conducting your own due diligence and assessing the risks associated with any investment opportunity. The information provided by companies seeking funding through Backers may not be complete or accurate, and you should seek the advice of a professional advisor before making any investment decision.

5. Disclosure Obligations for Issuers Companies seeking funding through Backers must comply with all applicable Canadian securities laws and regulations, including the requirements for disclosure to investors. This may include providing financial statements, business plans, and other information about the company and its operations. Backers does not verify the accuracy or completeness of this information, and investors should rely on their own due diligence before making an investment decision.

6. Fees Backers charges fees for its services, which may include a percentage of the funds raised by companies through the platform. The fees may vary depending on the size and complexity of the offering. Backers reserves the right to change its fees at any time, with notice to users. The fees charged by Backers do not include any fees charged by other parties, such as regulatory, legal, and/or accounting fees.

7. Intellectual Property All intellectual property rights in the Backers platform and services, including but not limited to trademarks, copyrights, patents, trade secrets, and other proprietary rights, are the property of Backers or its licensors. You may not use any Backers intellectual property without the prior written consent of Backers. You are granted a limited, non-exclusive, non-transferable license to use the Backers platform for its intended purpose.

8. Termination Backers may terminate or suspend your user account and access to the platform at any time, for any reason or no reason, without notice or liability. You may also terminate your account at any time by providing notice to Backers. Upon termination, Backers may retain certain information related to your account and transactions in accordance with its Privacy Policy.

9. Limitation of Liability To the fullest extent permitted by law, Backers and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or in connection with your use of the Backers platform and services, even if Backers has been advised of the possibility of such damages. In no event will Backers’ total liability to you exceed the amount of fees paid by you to Backers in the twelve (12) months preceding the claim. This limitation of liability applies to all claims, whether based on warranty, contract, tort, or any other legal theory. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you.

10. Disclaimer of Warranties The Backers platform and services are provided on an “as is” and “as available” basis, without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Backers does not guarantee the accuracy or completeness of any information provided through the platform, and it does not endorse or recommend any particular investment opportunity.

These Terms of Service are subject to change at any time, with notice to users. Your continued use of the Backers platform following any changes to the Terms constitutes your acceptance of the revised Terms.