Terms of Use

Overview

The Terms of Use (“Agreement”) as presented, set forth the legally binding terms and conditions for your use of the website at www.openavenue.com (the “Site”) owned by Open Avenue Inc., and those of its subsidiaries, affiliates or licensees, including Revel Development Corporation., the licensee and operator of the site in Canada (collectively “Revel”).  By visiting, browsing or using the Site, you agree to be bound by this Agreement, the Privacy Policy and all other operating rules, policies and procedures that may be published by Open Avenue from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Open Avenue from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. You agree to access the information on the Site solely for the purpose of evaluation of potential investment opportunities on the Site. Open Avenue may modify this Agreement at any time and without prior notice. Your continued use of and access to the Open Avenue Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. The terms and conditions of this Agreement are in addition to any other agreements between you and Open Avenue, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Open Avenue, or its subsidiaries, affiliates or licensees. If you do not agree to all the terms of this Agreement and/or Open Avenue’s Privacy Policy, you are not eligible to participate in Open Avenue’s Service or otherwise use this Site. This Agreement applies to all users of the Site, including Investors, Investment Dealers and Issuers, who in any way use the Site (“User(s)”).

Open Avenue reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Open Avenue does not undertake any obligation or responsibility to update or amend any such information. Open Avenue may discontinue or change any product or service described in or offered on the Open Avenue Site at any time. Open Avenue further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Open Avenue and its subsidiaries, affiliates and licensees will not be liable to you or to any third party for any such modification, suspension or discontinuance.

User Qualifications

Investors are only allowed to register with Open Avenue if they meet the “Accredited Investor” exemption definition contained in Canadian National Instrument 45-106, Prospectus and Registration Exemptions. Investment Dealer access to the Open Avenue network is limited to individuals or principals of companies that warrant they have registration in good standing as a Broker/Dealer, Investment Manager, Exempt Market Dealer, Advisor, Fund Manager or can otherwise satisfy they have qualifications in their jurisdiction.

If an individual, you represent and warrant that you are of the full age of majority in your jurisdiction, domicile or location of residence, and in any event of at least the full age of eighteen (18) years and authorized to enter into this Agreement.  If an entity, you are duly formed, validly existing and in good standing in your jurisdiction of organization, have full power and authority to enter and perform this Agreement, and the persons agreeing hereto are fully authorized to act on such entity’s behalf and that such entity agrees to indemnify Open Avenue for violations of this Agreement.

Participation in private placements is conditional on providing certain other information relating to your eligibility under securities laws, including client applications, ID verification and certain financial information.  Individuals and entities represent and warrant that all information, including contact information provided is and shall remain accurate and truthful and acknowledge that Open Avenue shall rely on such representation in connection determining whether a securities offering may be offered, having regard to your jurisdiction of residence. You agree to notify Open Avenue as such information changes from time to time.

Open Avenue may use any information provided by you to determine whether any securities offered on the Site are suitable for you as required or permitted by law.  Open Avenue, at its discretion and without prior notice, can place restrictions on your ability to access the Site, or terminate your ability to do so.

Registration & Passwords

In order to use the Site, you must supply Open Avenue with a valid email address and password.  You hereby agree that you shall be the only authorized user of the Site under this Agreement and shall be solely responsible for the confidentiality of any user name, password or other alphanumeric code or other device required to access the Site (“Passwords”). You understand that you shall be solely responsible for all Site activity utilizing such Passwords and agree that use of such Passwords shall constitute an electronic signature and shall be considered the legal equivalent of agreement by your signed written signature.

Should you become aware of any unauthorized use of your Passwords with respect to transactions through the Site, you must immediately notify Open Avenue via Email or otherwise in writing. Upon receipt of such notice, Open Avenue shall take reasonable steps to stop any activity using these Passwords, but neither Open Avenue, nor any of their respective directors, officers, employees, agents, affiliates, representatives or affiliates can or will have any responsibility or liability to any person whose claim may arise for any claims with respect to the handling or mishandling of any transaction on the Site resulting from the unauthorized use of these Passwords.

Offerings

Current Offerings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore are considered illiquid. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns and long-term commitments. Investors must be able to afford to lose their entire investment. The Offerings on Open Avenue are only made available to investors if they meet the Accredited Investor exemption definition contained in Canadian National Instrument 45-106, Prospectus and Registration Exemptions.   Entities must have assets of at least $5 million and individuals must have a net worth of more than $1 million excluding their primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.

The value of investments in private placements and the income from them can fluctuate. Past performance is not a guarantee of future performance. The Information provided on the Site, including but not limited to newsletters, articles, opinions and views, is provided for information purposes only and has been prepared without reference to any particular User’s investment requirements or financial situation. It is not intended to provide legal, securities, accounting or tax advice and should not be relied upon in that respect. You should not act or rely on any Information on the Site without seeking the advice of a professional. Investors are solely responsible for conducting any legal, accounting or due diligence review.  Furthermore, the securities offered on the Site are not insured by the Canadian Deposit Insurance Corporation (“CDIC”) or any other deposit insurer and are not guaranteed by Open Avenue.  The value of securities offered on the Site may change depending upon the market.  If you have any questions about the investments offered on Open Avenue, you are encouraged to consult with your investment advisor or other investment or tax professionals.

The information provided on the Site is not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Open Avenue is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

By accessing the Current Offerings area, you agree for yourself, your family, partners and co-venturers that you will not disclose the nature or content of the investment opportunities or investment updates you see. This includes without limitation, information such as: descriptions of the business; products; plans; financial results and statements; markets; projected activities and results of operations; customers; materials requirements and sources; contracts; backlogs; means; methods and processes of manufacture and assembly; management roles and methods; customer names; requirements and contacts; and share ownership and other information not yet disclosed to the public. The foregoing excludes: information that is in the public domain before the time of disclosure; information that is currently in your possession; or information acquired from a third party not under an obligation of confidentiality to Open Avenue. If you are legally required to disclose any of the aforementioned information, you agree to provide Open Avenue with prompt notice so that it may seek a protective order or other appropriate remedy.

Trademarks and Intellectual Property

Open Avenue either owns or has the right to license the intellectual property rights, including copyright, in the information (the “Information”) on the Site.

Certain words, phrases, names, designs or logos used on the Site may constitute trademarks, service marks or trade names (collectively, “trademarks”) of Open Avenue or other entities. The display of any trade marks on the Site does not imply that a license has been granted for any further use. Any unauthorized downloading, retransmission or other copying or modification of trademarks or other contents of the Site may be a violation of statutory or common law rights which could subject the violator to legal action.

No Endorsement

The Site may contain links to other sites provided as references to help you identify and locate other internet resources that may be of interest. These other sites were independently developed by parties other than Open Avenue and Open Avenue does not assume responsibility for the accuracy or appropriateness of the information contained at, or endorse the viewpoints expressed at, such sites. In providing links to other sites, Open Avenue is in no way acting as a publisher of the material contained on those other sites and does not seek to control the content of, or maintain any editorial control over such sites.

A link to another site should not be construed to imply that Open Avenue is affiliated or associated with, or is legally authorized to use any trade mark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to such other sites.  The mention of another party or its product or service on the Site should not be construed as an endorsement of that party or its product or service.

Any external hyperlinks contained in any communication delivered to Users are for ease of reference only and shall not constitute such hyperlinks as part of the communication, unless the communication specifically incorporates such hyperlinks by reference. Open Avenue shall not be responsible for the accuracy, completeness or legality of information contained in or assessable by such external hyperlinks.

Warranties

Information provided on the Site is believed to be reliable when posted however; Open Avenue does not guarantee the quality, accuracy, completeness or timeliness of the information provided. Open Avenue assumes no obligation to update the Information or advice on further developments concerning topics mentioned. Information contained on the Site may contain typographical errors and information provided may be changed without notice.

Access to this Site is provided on an ‘as is’ basis. You should not assume that your use of the Site will be error-free or that the Site will operate without interruption.  Open Avenue disclaims all warranties, representations and conditions regarding use of the Site or the Information provided, including all implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, whether express or implied, or arising from a course of dealing, usage or trade practice.

Limitation of Liability

Open Avenue is not responsible for any direct, indirect, special, incidental, consequential or any other damages whatsoever and howsoever caused, arising out of or in connection with the use of the Site, any web browser or in reliance on the Information available on the Site or as a result of transmitting confidential information to Open Avenue over the Internet or if Open Avenue communicates such information to you at your request over the internet, including any loss of use, lost data, lost business profits, business interruption, personal injury, or any other pecuniary loss, whether in an action of contract, negligence or other tortious action, even if Open Avenue has been informed of the possibility thereof.  In any event, any liability of Open Avenue is limited in all cases to a maximum of One Hundred Dollars ($100.00) in Canadian currency.  You undertake and agree that you will not commence any action against Open Avenue by way of class proceedings or similar type of action.

Choice of Law

The laws of Ontario, Canada shall govern as to the interpretation, validity and effect of this Agreement notwithstanding any conflict of laws provisions or your domicile, residence or physical location.  You hereby consent and submit to the non-exclusive jurisdiction of the courts of Ontario, sitting at Toronto, and without regard to the conflicts of laws provision of such courts, in any action or proceeding instituted under or related to this Agreement.

Severability & Waiver

If any provision of this Agreement is determined to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, of competent jurisdiction, such determination shall not affect the validity of the remaining provisions of this Agreement.

Except as specifically permitted in the Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized Open Avenue representative.

Contacting Open Avenue

All contact information is available on the Site under “Contact”.

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