Terms of Use - SEDI User

IMPORTANT NOTICE OF CHANGES

The English versions of the Terms of Use and Privacy Statement governing the use of the SEDI Web Site have been updated in order to incorporate certain changes arising from Bill 96 (An Act respecting French, the official and common language of Québec (Québec)) which pertain to the language of the Terms of Use and the Privacy Statement, which are applicable only for users located in Québec. The French versions of the Terms of Use and Privacy Statement remain unchanged.

Current as of June 1, 2023

SEDI^TM is the System for Electronic Disclosure by Insiders located at www.sedi.ca ("SEDI"), an online computer system for the transmission, receipt, review and dissemination of insider reports and related information filed electronically with one or more Canadian securities regulatory authorities (collectively referred to as the “Canadian Securities Administrators” or the "CSA"). SEDI^TM is operated on behalf and for the benefit of the members of the CSA by the British Columbia Securities Commission, Alberta Securities Commission, Ontario Securities Commission and Autorité des marchés financiers through their third party service provider.

Before proceeding, you must read and agree with the following terms of use between the Alberta Securities Commission (“ASC”), as the CSA member authorized to grant licenses and enter into agreements with users of the Web Site (as defined below), and you (the "Agreement"), which was last modified as of the above date. Please read this Agreement carefully and completely. If you do not agree with one or more of the terms of this Agreement, do not access or use the Web Site or the Content (defined below).

Separate "Terms of Use - Public", viewable under "Access Public Filings", apply to the access and use of the public portions of www.sedi.ca where certain information is available for public inspection.

CONTENTS

1.	SEDI User Registration	7.	Indemnity
2.	Authorized Use of the Web Site	8.	Governing Law
3.	Links to Other Sites	9.	Modification of Agreement
4.	Intellectual Property	10.	Modification to the Web Site
5.	Privacy	11.	Miscellaneous
6.	Limitation of Liability and Disclaimers	12.	Contact Us

National Instrument 55-102 - System for Electronic Disclosure by Insiders (SEDI) and Companion Policy 55-102CP (collectively the "Instrument") require the electronic filing of insider reports and related information through SEDI using this site. SEDI was established by the Canadian securities regulatory authorities pursuant to the Instrument. You are an individual who, following registration as a "SEDI user" with the SEDI operator, ASC, may use those portions of this web site (the "Web Site"), including online help, accessible only by the provision of a valid user ID and password and that permit electronic filings of insider reports and related information under provincial and territorial securities legislation to be made.

Your use of the Web Site is subject to this Agreement and all applicable laws. This Agreement is in place to ensure security, confidentiality and ease of use for you and all other users of the Web Site.

Please read the terms of the Agreement carefully and completely.

To Print this Agreement click "PRINT" located after the end of this Agreement. To continue to the next screen, you must click "Accept" (at the bottom of this screen) to acknowledge and confirm that you accept, without limitation or qualification, the terms of the Agreement.

1.	SEDI User Registration. SEDI is a secure system that provides you access to the Web Site to file insider reports and related information subject to this Agreement and to the provision of a valid password, user ID and any requisite access keys or authentication codes. Your right to access and use the Web Site is not transferable. You are solely responsible for maintaining the security of your password, user ID and codes, and you may not disclose your password and user ID to any third party. You acknowledge and agree that you are solely responsible for any use of the Web Site under your user ID and password. The authority of the password assigned to you shall continue in effect until written notice to the contrary is received by the ASC. If your password is compromised in any way, you must immediately notify the ASC in accordance with Section 11 below and change your password. In the event your conduct is harmful to the operation of SEDI or the Web Site, the ASC reserves the right to deactivate your user ID or otherwise prevent or restrict your access to use all or any part of the Web Site immediately and without notice. Access may be prevented or restricted as long as such conduct continues.
2.	Authorized Use of the Web Site. In addition to complying with this Agreement, you shall use the Web Site, links to other web sites from this Web Site ("Linked Sites") and SEDI for lawful purposes only. You agree not to introduce into or through the Web Site any information or materials which may be harmful to others. You may not use SEDI, the Web Site or Linked Sites in any manner which could damage, disable, overburden, or impair SEDI or the Web Site or interfere with any other person's use of SEDI or the Web Site. You may not use any robot, spider or other automatic device, software program or manual process to monitor, copy or interfere with any web pages on SEDI, the Web Site or Linked Sites.
3.	Links to Other Sites. The Web Site may contain Linked Sites. Unless specifically noted, the Linked Sites, and/or the content, goods or services sold or made available on the Linked Sites are not under the control of the ASC and accordingly the ASC does not assume any responsibility for the same. The Linked Sites are provided to you only as a convenience, and the inclusion of any link does not imply that the ASC guarantees, recommends, approves, warrants or endorses the site, or any content, goods or services sold or made available on or through the site, or any association with its operations. Use of any Linked Sites is entirely at your own risk. Nothing in this Agreement grants you any rights or authorization with respect to any Linked Sites.
4.	Intellectual Property. The "SEDI" trade-mark, the "www.sedi.ca" domain name and related words and logos are trade-marks and/or trade names of the ASC (collectively the "ASC Trade-marks"). Nothing in this Agreement, on the Web Site or on SEDI shall be construed as granting, either expressly, by implication or otherwise, a licence or other right to you to use the ASC Trade-marks, or copyright or any other intellectual property right of the ASC and/or other members of the CSA. The names of other companies, products or services referred to on the Web Site may be trade-marks or trade names of their respective owners. Any unauthorized use of the CSA Trade-marks, or third party trade-marks or trade names, or copyright or any other intellectual property right of the ASC and/or other members of the CSA is strictly prohibited. Public information and materials (the "Public Content") as well as proprietary information and materials of the ASC, and/or the other members of the CSA or their respective suppliers (the "Proprietary Content") are made accessible on the Web Site or SEDI (the Public Content and the Proprietary Content are collectively referred to as the "Content"). With the exception of the Public Content, all right, title and interest in the Web Site, SEDI, all software used on the Web Site and all materials provided on the Web Site including, without limitation, all compilations (meaning the selection, collection, arrangement and assembly) of all Content, associated market data and information and databases, including without limitation, information from SEDAR (System for Electronic Document Analysis and Retrieval), site design, text and graphics, are owned by the ASC, and/or other members of the CSA, or their respective suppliers and are protected by Canadian and international copyright laws. All rights are reserved. Any unauthorized use, reproduction, modification or distribution of the Proprietary Content is strictly prohibited and will cause the ASC and the other members of the CSA serious damages for which money damages may not constitute a sufficient remedy and in such instances the ASC and the other members of the CSA may seek and obtain injunctive relief, in addition to any other remedies.
5.	Privacy. The Instrument sets out rules and policies of the CSA for electronic filing of insider reports and related information and the public availability of information in SEDI. The personal or other information of individuals contained in SEDI and the Content is governed by privacy laws, including without limitation, the public sector privacy legislation applicable to the members of the CSA, as well as the private sector privacy legislation applicable to you, as the case may be. You are solely and fully responsible to comply with all privacy laws. The Web Site is subject to the terms of the Privacy Statement, which can be viewed by selecting the link to "PRIVACY STATEMENT" at the bottom of the screen.
6.	Limitation of Liability and Disclaimers. Access to and use of the Web Site and Content are provided on an "as is" "as available" basis and your use of the Web Site and the Content is entirely at your own risk. To the fullest extent permitted by law, except as stated in this Agreement, the ASC, the other members of the CSA and any of their respective employees, agents, members, officers, directors or third party providers (collectively "CSA Related Parties") disclaim all warranties, representations or conditions of any kind, whether express or implied, including the implied warranties or conditions of merchantability and fitness for a particular purpose. The ASC and the CSA Related Parties make no representations, warranties or conditions about the accuracy, reliability, completeness, currency, quality, timeliness or usefulness of the Web Site, the Content or any goods, information or service provided through the Web Site. The ASC and the CSA Related Parties are not responsible for, nor do they independently verify any of the Content nor do they assume any obligation to update the Content or advise on further developments relating to SEDI. You should not assume that SEDI will be error-free, timely, accurate, complete or that SEDI will operate without interruption. In no circumstances shall the ASC and the CSA Related Parties or other third parties mentioned on the Web Site be liable for any indirect, special, incidental, consequential or punitive damages or damages for lost profits arising out of or in connection with this Agreement or the use of or inability to make use of the Web Site, the Content or any service provided through the Web Site, whether based on warranty, contract, tort, negligence or any other legal theory, irrespective of notice. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to you. Notwithstanding the express exclusions and limitations set out in this Agreement, any and all liability of the ASC and the CSA Related Parties for actual and direct damages, unless caused by the gross negligence or willful misconduct of the ASC, is limited to the payment to you, without duplication, in respect of the specific filing or use of this Web Site (the "Claim") to a maximum amount calculated as follows: $500 CDN per calendar year per issuer in respect of which the filing or use of this Web Site was made, less amounts, if any, paid by the ASC in that calendar year for other claims in respect of filings or uses of this Web Site for that same issuer ("Issuer Pool"), provided that such issuer has fully paid the ASC its continuous disclosure filing fees for such calendar year and that you are not in breach of this Agreement. If one Claim affects more than one issuer, the Claim shall be equitably divided among the respective Issuer Pools, as reasonably determined by the ASC.
7.	Indemnity. You agree to indemnify and hold harmless the ASC and the CSA Related Parties from any claims, actions, demands, liabilities and settlements, including, without limitation, reasonable legal fees and costs, resulting from your material breach of this Agreement, or your gross negligence or willful misconduct in relation to your use of the Web Site and the Public Content.
8.	Governing Law. This Agreement shall be governed by, and you submit to, the applicable laws in force in the province of Alberta and the laws of Canada applicable therein.
9.	Modification of Agreement. The ASC may modify this Agreement at any time(s). The ASC will notify you of any such modifications by posting such modifications on the Web Site, and you agree to be bound by such terms as are in effect at the time you access and use the Web Site. This Agreement was last updated on the date shown above. Anything in the Web Site inconsistent with this Agreement is superseded by this Agreement.
10.	Modification to the Web Site. The ASC reserves the right to modify, add, change, discontinue or suspend the Web Site, the Content or any services made available on or through the Web Site in whole or in part, at any time(s) without prior notice.
11.	Miscellaneous. The provisions of Sections 5, 6 and 7 shall survive termination of this Agreement. No waiver or failure to enforce any of the terms of this Agreement shall be deemed or construed as a waiver or continuing waiver of such term or any other term of this Agreement. If in any jurisdiction, any of the terms or portions of terms in this Agreement are held to be invalid or unenforceable by a court of competent jurisdiction, such term or portion of a term shall be severed, restricted or eliminated to the minimum extent necessary and will be deemed superseded by a valid enforceable term or portion of a term that most closely matches the intent of the original provision and the remaining provisions in this Agreement shall otherwise remain in full force and effect. Any cause of action arising out of or related to this Agreement must commence within two years after the cause of action arose; otherwise such cause of action is hereby waived and permanently barred. Headings are for convenience only and shall not affect the interpretation of any of this Agreement. Applicable only if you are located in Québec - It is the express wish of the parties that both the English and French versions of these Terms of Use (French version available: https://www.sedi.ca/sedi/disclaimer_fr.html) and, if applicable, all related documents, be binding on the parties.
12.	Contact Us. If you wish to notify the ASC pursuant to this Agreement, you must send us notice by e-mail using the "E-MAIL US" link at the bottom of the screen or by fax at 1-866-729-8011, in each case addressed to "CSA Service Desk, Attention: SEDI Operator". If you have any questions or comments about the SEDI services offered by the ASC, please call us at 1-800-219-5381, send us an e-mail or send us a fax, as noted above. All notices, submissions, ideas or other information cannot be returned to you and once submitted, become the property of the ASC.

To view Terms of Use - Public, click here.