Subscription Agreement and Terms of Use

THIS SUBSCRIPTION AGREEMENT AND TERMS OF USE (this “Agreement”) is by and between Perceptive Investment Research Ltd., a Canadian corporation (“PIRL”), and you (“Customer”).

By checking the box on PIRL’s “Subscribe” webpage indicating your agreement to the terms of this Agreement, you agree to be bound by the terms of this Agreement effective as of such date (the “Effective Date”).

1. Services. PIRL offers subscription services (the “Services”) pursuant to which customers may purchase subscriptions to one or more financial reports (the “Reports”). PIRL agrees to provide and Customer agrees to purchase the Services set forth in such schedules to this Agreement as PIRL and Customer may execute from time to time (the “Schedules”). The Schedules shall be sequentially numbered and dated. The terms and conditions of this Agreement shall prevail over any conflicting terms or conditions in any Schedule. Customer acknowledges that PIRL does not have a regularly scheduled publication schedule or coverage universe and may publish as often or infrequently as it deems necessary, at its sole discretion.

2. Delivery. Except as otherwise provided in the applicable Schedule, delivery of each Report with respect to which Customer purchases Services shall be by online access for the Primary and Secondary Users of such Report, as indicated on the applicable Schedule. Users will be notified by email as new Reports are released and will be supplied with a login username and password for access on PIRL’s internet site: www.perceptiveresearch.co.

3. No Further Distribution. UNLESS CUSTOMER HAS PURCHASED DISTRIBUTION RIGHTS (AS DEFINED HEREIN) FOR A REPORT AS SET FORTH IN THE APPLICABLE SCHEDULE, CUSTOMER SHALL NOT REDISTRIBUTE, REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, PUBLISH, BROADCAST, OR CIRCULATE ALL OR ANY PORTION OF ANY REPORT TO ANY THIRD PARTY.

4. Distribution Rights. As set forth in the applicable Schedule, “Distribution Rights” means the nonexclusive, nontransferable right (without the right to sublicense) to include the Report, in whole or in part, in a new work created by Customer that is also described in the Schedule (a “Work”). Such right shall automatically expire upon termination or expiration of the Services with respect to the applicable Report; provided, that Customer may continue to distribute a Work that has already been created from such Report in accordance with this Agreement. Customer shall include a proper copyright notice in any such Work as a condition to the effectiveness of any such Distribution Rights. Unless otherwise provided in the applicable Schedule, a proper copyright notice will read substantially as follows: “Source: Perceptive Investment Research Corp.” Such notice shall be placed immediately adjacent to the republished Report (for example, as part of by-line or footnote but not as a separate electronic link), in a reasonably legible font size. Customer may not make or permit any alterations to any Report, or any portion thereof, unless expressly set forth in the Schedule. No Report or portion thereof may be used in a way that is defamatory, violates the rights of third parties, or is otherwise illegal.

5. Proprietary Interest. Customer acknowledges and agrees that the Services and Reports constitute proprietary and confidential information of substantial value to PIRL. All rights, title, and interests in and to the Services and Reports, including without limitation all copyrights, trade secret rights, and other intellectual property rights, are and shall remain the exclusive property of PIRL, and Customer shall have no rights therein or thereto other than as expressly set forth in this Agreement. Customer agrees to receive and maintain the Services and Reports and the information contained therein as proprietary and confidential information, using at least the same degree of care it takes in protecting its own proprietary and confidential information, but in no case less than reasonable care. Customer acknowledges and agrees that any unauthorized use or disclosure of the Services or Reports shall cause harm to PIRL that cannot be adequately compensated through money damages. Accordingly, Customer agrees that PIRL may seek and obtain relief to remedy any actual or threatened unauthorized use or disclosure of the Services or Reports. The remedies afforded to PIRL in this Section are cumulative and in addition to those provided at law or equity. Except as expressly permitted in connection with its Distribution Rights for a Report, Customer shall not copy, modify, display publicly, or create derivative works based on the Services or any Report.

6. Representations and Warranties of Customer. Customer represents that it is an individual investor or institutional investor in accordance with its selection of User Type and the corresponding Report set out in Schedule A. If not an individual, (i) Customer is a valid and existing entity, has, full power, capacity and authority to execute this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary action in respect thereof; (ii) all necessary approvals have been given to authorize it to execute this Agreement; and (iii) Customer agrees to deliver to PIRL such evidence of such authority as PIRL may reasonably require, whether by way of a certified resolution or otherwise. The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any terms or provisions of any law applicable to, or the constating documents of, Customer or of any agreement, written or oral, to which Customer may be a party or by which he, she or it is or may be bound. Customer understands that PIRL is not registered with any securities commission whether in Canada, the United States or elsewhere.

7. Payment of Fees. Fees for each Report are set forth in the applicable Schedule for such Report and are due and payable prior to commencement of delivery of such Report. Failure to timely pay any fee shall entitle PIRL to delay commencement of, or halt, delivery of the applicable Report. Where exceptions to prepayment are permitted, failure to make payment within 30 days of commencement of delivery service shall entitle PIRL to terminate all Services hereunder.

8. Term and Termination. The term of the Services for each Report shall be as set forth in the applicable Schedule. Unless you have paid by cheque, your Services will automatically renew for a subsequent term unless cancelled prior to completion of the term. You may cancel your subscription by logging into your PIRL website account. In addition to the provisions of Section 8 permitting termination by PIRL for non-payment of fees by Customer, if either party materially breaches any term or condition of this Agreement or any Schedule, the other party may immediately terminate all Services hereunder if such breach is not corrected within thirty (30) days of its delivery of written notice thereof to the breaching party. Termination of the Services with respect to the Reports shall be without limitation as to any other rights or remedies of the terminating party.

9. Disclaimer. PIRL obtains data for inclusion in the Services and Reports from suppliers that PIRL believes to be reliable, but PIRL does not guarantee the accuracy, completeness, or availability of the data contained in the Reports. THE SERVICES AND REPORTS ARE PROVIDED “AS IS.” FOR ITSELF AND ON BEHALF OF ITS SUPPLIERS, PIRL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING. Neither PIRL nor any of its suppliers shall be liable for any indirect, incidental, special, or consequential damages (including lost profits) incurred in connection with this Agreement or arising out of or relating to the Services or Reports, even if PIRL has been advised of the possibility of such damages. Customer agrees that in no event will the total aggregate liability of PIRL for any claims, losses, or damages arising under this Agreement, whether in contract or tort, including negligence, exceed the total amount of fees actually paid by Customer to PIRL for the Report during the term of the Services with respect to which the claim arises.

10. Not Advice. The content provided in the Report represents the opinions of PIRL. The information contained in the Report is provided for general informational purposes only and does not take into account the specific risk/return objectives, suitability, or other important characteristics of Customer’s specific investment situation. Accordingly, the Report does not constitute individually tailored advice on the merits of any investment decision or related matters. Some securities mentioned in the Report may not be suitable for all investors. Customer should seek guidance from professional advisors in relation to securities transactions. The information contained in the Report is not intended to be construed as an offer to sell or a solicitation to buy any referenced security or financial product.

11. Indemnification. Customer shall, at its expense, indemnify, defend, and hold PIRL harmless from and against any and all claims, losses, liabilities, damages, actions, proceedings, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to Customer’s use of the

Services or Reports including any breach of the representation and warranties made by Customer as part of this Agreement. PIRL shall notify Customer promptly in writing of any claim with respect to which it seeks indemnification from Customer pursuant to the foregoing.

12. Privacy. PIRL has adopted a privacy policy in accordance with the Personal Information Protection and Electronic Documents Act (Canada) with respect to personal information of our customers. This policy states that we will only disclose this information to third parties or its affiliates in limited specific circumstances on a strictly confidential basis. If you have questions about the use of this information, please PIRL by telephone at 647-907-6077 or by e-mail to david.fisher@perceptiveresearch.co A copy of our privacy policy is available by clicking on the “Privacy Policy” link on our website, www.perceptiveresearch.co or by contacting PIRL to request a copy.

13. Miscellaneous. This Agreement (including the Schedules) constitutes the entire agreement of the parties relating to the subject matter hereof, and all prior agreements, written or oral, shall be deemed to be superseded hereby. No waiver, alteration, or modification of any of the provisions hereof or of any Schedule shall be binding unless in writing and signed by authorized representatives of PIRL and Customer. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby consents to the personal jurisdiction of the courts of the Province of Ontario, Canada, acknowledges that venue is proper in any such court, agrees that action related to this Agreement must be brought in such jurisdiction, and waives any objection it has or may have in the future with respect to any of the foregoing. Customer shall not assign this Agreement or delegate any rights or obligations hereunder without the prior written consent of PIRL and any attempted assignment by Customer in violation of the foregoing shall be void and of no effect. Nothing in this Agreement shall be deemed to create an agency, joint venture, or partnership relation between PIRL and Customer. Neither party shall have authority to act on behalf of or bind the other party in any way. The invalidity, illegality or unenforceability in any respect of one or more of the provisions of this agreement shall in no way affect or impair the validity, legality or enforceability of the remaining provisions which shall continue in full force and effect. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile signature will be considered original signatures. The parties hereto confirm their express wish that this Agreement and all the documents and agreements directly and indirectly relating thereto be drawn up in the English language only. Les parties reconnaissent leur volonté expresse que la présente convention de souscription ainsi que tous les documents et contrats s’y rattachant directement ou indirectement soient rédigés en anglais seulement.

 

SCHEDULE A
Product Description, Users, Pricing, and Term

Report Name
Basic Gold Institutional

Report Attributes

User type Individual investor Individual investor Institutional investor
Subscriber seats Single User who is the Customer Single User who is the Customer Unlimited users within institutional Customer
Report type access (1) Core Core and Supplemental Core and Supplemental
Timeliness of access Thirty (30) day delay after date of publication Date of publication Date of publication
Analyst Access No No Yes – to a maximum of 1 hour per month
Financial models available No No Yes – when available, upon request
Price Price stated on PIRL website at time of order Price stated on PIRL website at time of order Price stated on PIRL website at time of order
Term Term stated on PIRL website at time of order Term stated on PIRL website at time of order Term stated on PIRL website at time of order
Distribution Rights No. Available at a negotiable additional cost. No. Available at a negotiable additional cost. No. Available at a negotiable additional cost.

 

(1), Core reports provide the primary investment thesis for an investment idea. Supplemental (or Supplement) reports build upon the information in the Core Report.