Solium Shareworks

General Conditions for Use of System

 

The following General Conditions for Use of System (“General Conditions”) apply to the system and services supplied by Solium Capital. The term “Solium” (“we” and “us”) refers to Solium Capital and its affiliates. Should you choose to speak with a Solium representative (“Agent”), you should note that you are solely responsible for the accuracy of the information you are providing and Solium will not incur any liability by reason of acting or failing to act in such respect. To avoid any verbal misrepresentation Solium offers you the ability to transact online. By using Solium’s website and services (the “System”), you, the Solium account holder (“you” or “your”), agree to the terms herein. These terms are in addition to any other customer agreements that govern any accounts which you may have with us but these General Conditions replace and supersede any previous account agreements you might have had with Solium. As a condition to accessing and using the System, you agree without modification to the General Conditions which supplement general plan terms and any agreements between or among you, your employer, and Solium. Solium grants you a single, non-transferable and limited personal license to access and use the System. Each separate use of the System constitutes an acceptance of the General Conditions as stated at that time. If you do not consent to the General Conditions, you will not be able to use Solium’s System to conduct transactions. Your continued use of the website will be deemed acceptance by you of these General Conditions. For an explanation of Solium’s practices and policies related to the collection, use, and storage of Solium’s users’ information, please read Solium’s privacy policy.

Trademarks and Copyrights
Certain names, words, titles, phrases, logos, icons, graphics or designs found in the System (or other websites accessed from www.Solium.com) may constitute trade names, trademarks or service marks, either registered or unregistered (“Trademarks”) of Solium, or of third parties and are used under license by Solium. Such Trademarks along with this website are protected by trademark and copyright laws in Canada, United States and other relevant countries. Users of this website may copy or utilize any information for their own personal use. You are prohibited to modify, distribute, transmit, publish or publicly display any such information in any manner, including electronic reproduction by “uploading” or “downloading”, without the prior written consent of Solium. Any product, process or technology described in the website may be the subject of other intellectual property rights reserved by Solium, or its licensors, and are not licensed hereunder. Any unauthorized downloading, retransmission, or other copying or modification of Trademarks or other contents of this website in violation of applicable law may subject you to legal action(s).

Passwords and Security
As an account holder, you agree that you are solely responsible for the confidentiality and security of your login names, account numbers, and passwords (including both your account and transaction passwords). You agree not to disclose your passwords and keep them secure. Furthermore, you agree that you are responsible for all orders entered through and under your login names, passwords, and account numbers, and any orders received by Solium in this manner are deemed to have been received from you. All orders shall be deemed to be made at the time received by Solium in the form received. You acknowledge that your passwords are unique to you and that Solium does not have access to them.

If you believe that someone has used your Login Name and passwords to access the System without your authorization, please e-mail us at help@solium.com or telephone us at the contact number listed on the website. No Solium Agent will ask you for your password(s).

No Liability for Information or Data and No Advice
Solium provides no advice. Information provided by Solium either on-line or by speaking to an Agent is for informational purposes only and is not intended to provide investment, financial, legal, accounting or tax advice and may not be relied upon in that regard. Solium does not provide investment advice with respect to the purchase or sale of securities. You therefore will receive no investment advice from Solium concerning the purchase or sale of securities and are solely responsible for assessing the appropriateness of any transaction through your Solium account. If you wish to receive any form of investment advice in connection with the purchase or sale of securities, it is your responsibility to contact your own broker, dealer or financial advisor.

Solium may record any telephone conversation between Solium, you and your agents. Solium may use these recordings to confirm your instructions, evaluate the quality of Solium’s service and ensure compliance with its policies. The information on the System is subject to change without notice.

Withholdings and Fees
Where applicable, withholdings from your trade proceeds will include those mandated by your employer and tax authorities. Solium will also withhold the applicable Solium service fees and related expenses associated with your transaction from your trade proceeds ("Services Fees"). The details of these withholdings will be outlined, along with your transaction details, before final submission of your transaction request. In the instance of an on-line transaction request, these details appear as the final step before you confirm your transaction. In the instance of a phone transaction request, the Agent, as part of the confirmation process, will outline these details with you verbally. As the transaction services and associated Service Fees are part of Solium's business model, Solium reserves the right to earn profit on such Service Fees.

Foreign Currency Conversions
In facilitating the payment of proceeds from your account; when a transaction settles in a currency other than the target receiving currency (as requested by you), a foreign exchange conversion needs to take place. Solium acting as principal will facilitate the conversion of the settlement currency to the target receiving currency. To mitigate the inherent risks in acting as principal in the conversion of currencies, Solium reserves the right to earn revenue on this currency conversion. Additionally, Solium retains the right to earn revenue on the currency conversion due to administrative efficiencies, access to wholesale foreign exchange markets, and bulk trading capabilities.

Alternative Marketplaces
There are currently several marketplaces for the trading of securities. Solium and its agents will use commercially reasonable efforts to pursue the execution of each request transaction on the most advantageous terms and as expeditiously as practicable under prevailing market conditions.

System Use Disclaimer
Solium will use best efforts to offer you an electronic service that is reliable, secure, and capable of meeting your needs. From time to time, however, interruptions, delays, errors or other deficiencies in service may occur. This may be due to a variety of factors, most of which are outside Solium’s control, including interruptions in the accessibility of the Internet, a system outage in facilities of a third party service provider (including stock exchanges, data providers, and middleware and back office service providers), and market conditions that may result in general market volatility, volatility affecting a particular security or class of securities, or heavy demand and high volumes of trading activity. Each of these factors can contribute to delays or errors in service or system outages. You may experience difficulties accessing your accounts and placing and cancelling orders. Trade executions may thereby suffer.

When initiating a trade, you are requesting a transaction, with assistance from Solium, which may include (but is not restricted to): a securities trade on a stock exchange, share certificate issuance, money movement, a foreign exchange trade, or an update of your Solium account records. Use of the System does not directly or indirectly transfer to Solium any liabilities associated with your transaction. This includes trades that are requested near to market close and that are not executed on the date of request due to transaction queuing. Solium will not be liable for any loss or damage arising from completing or not completing your transaction.

You are not permitted to use this website for transactions unless you are a Solium account holder or are authorized with a valid power of attorney from the Solium account holder to: (i) bind the account holder to these General Conditions; and (ii) act as the agent of the account holder for the purposes of using the System; and (iii) act for the account holder for all transaction related activity.

Your use of electronic, online, and automated telephone services, software, systems and facilities made available by Solium are subject to the following:

System is not guaranteed. Neither Solium, nor third party owners, licensors or suppliers of equipment, software, systems, services or facilities used or made available in connection with a service offered by Solium are liable for any representation, warranty or condition, whether express or implied, concerning the System or the use thereof, including, without limitation, that the System will meet your needs or that the System will be available for use at any particular time or for any particular purpose or will operate error free. Without limiting the foregoing, any express or implied, direct or indirect, representations, warranties and conditions in respect of the System arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including, but not limited to, any warranties on conditions of merchantable quality and fitness for a particular purpose are expressly excluded when accessing or using the System.

The System may contain links to third-party websites for convenience only. Solium does not endorse and is not responsible or liable for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these third-party websites.

Limit of Liability for use of the System
SOLIUM IS NOT RESPONSIBLE IN ANY MANNER FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, HOWEVER CAUSED, INCLUDING ANY LOSS OF USE, LOST OR INCORRECT DATA, LOST PROFITS, OPPORTUNITY COST, BUSINESS INTERRUPTION, PERSONAL INJURY, OR ANY OTHER ECONOMIC LOSS, WHETHER THE ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER ACTION, ARISING OUT OF YOUR USE OF THE SYSTEM AND/OR ANY WEB BROWSER AND/OR IN RELIANCE ON INFORMATION AVAILABLE ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO TRADING LOSSES, ANY DAMAGES YOU MAY SUFFER IF YOU TRANSMIT CONFIDENTIAL OR SENSITIVE INFORMATION TO US OR IF WE COMMUNICATE SUCH INFORMATION TO YOU AT YOUR REQUEST OVER THE INTERNET, OR DAMAGE RESULTING FROM FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES, THE INTERNET, TELEPHONE OR OTHER INTER-CONNECT PROBLEMS, POWER FAILURE, OR THIRD PARTY SYSTEM FAILURE.

Notwithstanding the foregoing paragraph, if you suffer loss or damage arising from or out of a Solium error or event to the extent that:

(i) Solium had absolute control over the cause or error; and

(ii) The loss or damage suffered by you was due to the negligence of Solium

then, in such instance, Solium will be liable for such loss or damage suffered by you in an amount not to exceed the greater of C$2,500 or 10 times the aggregate of the transaction fee and brokerage fee that Solium would have collected for the subject transaction or requested transaction as the case may be; except that this limit shall be increased to C$5,000,000 where there was gross negligence or willful misconduct on the part of Solium.

Laws of some jurisdictions do not allow limitations on certain warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions or limitations contained in these General Conditions may grant you additional rights.

Volatile Markets
In times of market volatility, including both at market opening and during the trading day, and including situations of high/low volume trading, you may experience delays in the execution of orders for securities. A delay in the processing of a market order placed during a period of market volatility or high/low trading volume may expose you to the risk of trade execution at a market price that is significantly different from the market price of the security at the time the order was placed. Once an order is placed, it may be difficult or impossible to cancel before execution.

In any of these circumstances or similar circumstances, Solium bears no liability to you for the discrepancy between the market price of the security at the time of order placement and the market price of the security at the time of trade execution.

Personal Information amongst Affiliates
We may disclose your personal information to affiliated entities solely for the following purposes: (i) to facilitate the processing of transactions requested by you, and (ii) to assist us in offering services to you. Except in the preceding specific, limited situations, we will not make any disclosures of personal information to other companies who may want to sell their products or services to you without your consent.

Solium shall not be in breach of these General Conditions or liable to account for any profit or gain Solium makes if and when it appoints, employs, contracts or deals with any of its affiliates for the services provided to you.

Amendment and Terminations
Solium reserves the right at any time to modify these General Conditions. Notice of additional or amended General Conditions will be provided by at least one method including a message posting via the Solium website; a notice to last email address on record; or a notice addressed to last address on record.