Terms and Conditions

Terms and Conditions of Use

Pangea Firm Inc., operating as StartupFuel, a corporation registered in the Province of Ontario, Canada, headquartered in Toronto, Canada ("StartupFuel") operates each website that links to these Terms of Use together with our applications, APIs, and online services (collectively, the "Site"), as well as our other services, offerings, and other interactions (e.g., customer service inquiries etc.) you may have with us (together with our Site, collectively referred to as our "Services"). By accessing or using our Services, you are agreeing to these terms and conditions (the "Terms") and concluding a legally binding contract with StartupFuel. Do not access or use our Services if you are unwilling or unable to be bound by the Terms.

Definitions

Parties

"You" and "your" refer to you, as a user of our Services. A "user" is someone who accesses, posts, edits, browses, or in any way uses our Services. "We," "us," and "our" refer to StartupFuel.

Content

"Content" means text, images, photos, audio, video, documents and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with our Services, such as posts, comments, invitations, messages, and information that you publicly display. "User Content" means Content that users submit or transmit to, through, or in connection with our Services. "StartupFuel Content" means Content that we create and make available in connection with our Services. "Third Party Content" means Content that originates from parties other than StartupFuel or its users, which is made available in connection with our Services. "Site Content" means all of the Content that is made available in connection with our Services, including Your Content, User Content, Third Party Content, and StartupFuel Content.

Changes to Terms of Use

We may modify these Terms from time to time. You understand and agree that your access to or use of our Services is governed by the Terms effective at the time of your access to or use of our Services. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on our Site. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of our Services after the effective date of modifications to the Terms indicates your acceptance of the modifications.

Using our Services

Eligibility

To access or use our Services, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use our Services if we have previously banned you from our Site or closed your account.

Permission to Use the Site

We grant you permission to use our Services subject to the restrictions in these Terms. Your use of our Services is at your own risk.

Site Availability

Our Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

User Accounts

You must create an account and provide certain information about yourself in order to use some of the features that are offered through our Services. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

Communications from StartupFuel and other Users

By creating an account, you agree to receive certain communications in connection with your use of our Services. For example, you might receive questions or requests from other Users related to information you post on using our Services. If you have subscribed to them, you also will receive reading lists and email newsletters about events and business connection opportunities on the Website or in certain geographic areas. We provide unsubscribe links in all of our email footers if you no longer wish to receive those communications from us.

User Profile

If you have applied and been accepted to create a Business Profile, you may utilize our Services to post materials, express interest in businesses, and communicate with other Users on the Website in compliance with the Terms and during the period stated in your acceptance. As a User, you may use the StartupFuel trademarks and service marks in connection with your use of our Services so long as you comply with the guidelines for its use that we may provide to you, as may be amended from time to time. You acknowledge and agree that how you utilize our Services as a User impacts our brand. Accordingly, you agree not to utilize our Services in a manner that diminishes and/or tarnishes our image and/or reputation, and that we may terminate your User Profile and/or license to use our Services immediately if you do so. You may not receive compensation or favour from third parties in connection with your status as a User. In addition, you may not enter into any form of agreement on behalf of StartupFuel without our written approval.

Content

Content Guidelines

The purpose of our Services is to promote a thriving entrepreneurial ecosystem by introducing investors to startups. You confirm that the content provided on the Website is true and accurate. You also commit to maintain an updated User Profile, that represents the most up-to-date set of content related to your User Profile.

Responsibility for Your Content

You alone are responsible for Your Content and assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may expose yourself to liability if, for example, (i) Your Content contains material that is false, intentionally misleading, or defamatory; (ii) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation.

Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of our Services and any Other Media the right to access Your Content in connection with their use of our Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against StartupFuel and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

Ownership

As between you and StartupFuel, you own Your Content. We own the StartupFuel Content, including but not limited to the visual interfaces, interactive features, graphics, design and all other elements and components of our Services excluding Your Content, User Content, and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the StartupFuel Content and our Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the StartupFuel Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to our Services and the StartupFuel Content are retained by us.

Other

We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. How your User Content is managed is governed by the StartupFuel Privacy Policy.

Restrictions

You agree not to, and will not assist, encourage, or enable others to use our Services to:

• Violate our Content or Event Guidelines as set forth in these Terms
• Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right
• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not
• Violate any applicable law

You also agree not to, and will not assist, encourage, or enable others to:

• Violate the Terms
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit our Services or Site Content (other than Your Content), except as expressly authorized by StartupFuel
• Reverse engineer any portion of our Services
• Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of our Services or on any materials printed or copied from our Services
• Record, process, or mine information about other companies and/or users
• Reformat or frame any portion of our Services
• Attempt to gain unauthorized access to our Services, user accounts, computer systems or networks connected to our Services through hacking, password mining or any other means
• Use our Services or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses")
• Use any device, software or routine that interferes with the proper working of our Services, or otherwise attempt to interfere with the proper working of our Services
• Use our Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, our Services or Site Content
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of our Services, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of our Services

Privacy, Copyright/Trademark Disputes and Confidentiality

Privacy

Your use of our Services is subject to StartupFuel' Privacy Policy available here.

Copyright and Trademark Disputes

If you believe that your copyright or trademark is being infringed through our Services, please send us a written notice with the following information:

• Identification of the copyrighted or trademarked work that you claim has been infringed;
• Identification of the allegedly infringing content, and information reasonably sufficient to permit StartupFuel to locate it on our Site (e.g., the URL for the web page on which the content appears);
• A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law;
• A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner's behalf; and
• Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:

• Identification of the copyrighted or trademarked work that was removed, and the location within our Services where it would have been found prior to its removal;
• A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification. For trademark disputes only: information reasonably sufficient to explain why you believe you are not infringing the trademarked work;
• A statement that you consent either to the jurisdiction of (a) the Federal Courts of Canada if you live in the Canada, or (b) any judicial district in which StartupFuel is located if you live outside Canada. Please also include a statement that you will accept service of process from the person who sent the original infringement notice to StartupFuel, or an agent of such person;
• Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

We will respond to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user's account if the user is determined to be a repeat infringer. You can send us your copyright or trademark notices to: StartupFuel: 413 Brimorton Road, Toronto, ON, M1H 2E4 or terms@startupfuel.com

Mutual Non-Disclosure and Non-Solicitation

For purposes of this section, the following terms have the following meanings: Definition of Parties: Disclosing Party – A Party or Parties that utilizes the Website to send Confidential Information during the course of permitted use. Recipient Party – A Party of Parties that utilizes the Website to receive Confidential Information during the course of permitted use.

"Confidential Information" means all information, data, documents, agreements, files and other materials regarding or concerning the Disclosing Party or its affiliates, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is disclosed or otherwise furnished by the Disclosing Party or its Representatives to the Recipient or its Representatives before, on or after the date hereof, including all analyses, notes, compilations, reports, forecasts, studies, samples, statistics, summaries, algorithms, interpretations and other documents prepared by or for the Recipient or its Representatives which contain or otherwise reflect or are generated from such information, data, documents, agreements, files or other materials, whether or not marked, designated or otherwise identified as "confidential."

Suggestions and Improvements

By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against StartupFuel and its users any claims and assertions of any moral rights contained in such Feedback.

Third Parties

Our Services may contain links to third party websites. When you click on a link to any other website or location, you will leave our Services and you will be subject to the terms of use and privacy policy applicable to those websites. We have no control over, do not review, and cannot be responsible for, these outside websites or their content, and your use of such websites is at your own risk. The links to third party websites or locations are for your convenience and do not signify our endorsement of such third parties or their products, content or websites. Some of the services made available through our Services may be subject to additional third party or open source licensing terms and disclosures, which are incorporated herein by reference.

Indemnity

You understand and agree that you are personally responsible for your behaviour on our Services. You agree to indemnify, defend, and hold StartupFuel, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "StartupFuel Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of our Services, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. StartupFuel reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of StartupFuel. StartupFuel will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE STARTUPFUEL ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING OUR SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

Choice of Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Province of Ontario in any legal suit, action or proceeding arising out of or based upon this Agreement.

Termination

• You may terminate the Terms at any time by closing your account, discontinuing your use of our Services, and providing StartupFuel with a written notice of termination to terms@startupfuel.com
• We may close your account, suspend your ability to use certain portions of our Services, and/or ban you altogether from our Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, our Services, Your Content, Site Content, or any other related information.
• In the event of any termination of these Terms, whether by you or us, Sections 1, and 4 through 13 will continue in full force and effect, including our right to use Your Content as detailed in Section 4.

General Terms

• We reserve the right to modify, update, or discontinue our Services at our sole discretion, at any time, for any or no reason, and without notice or liability.
• We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through our Services.
• Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
• The Terms contain the entire agreement between you and us regarding the use of our Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
• Any failure on StartupFuel's part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
• The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with StartupFuel's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
• The section titles in the Terms are for convenience only and have no legal or contractual effect.

Last Updated: January 2025