Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("you" or "Subscriber") and Factor-Based ("Factor-Based," "we," "us," or "our"), a company incorporated under the laws of Canada. By accessing or using the Factor-Based website at factorbased.com (the "Website") or subscribing to any of our services (the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, Disclaimer, and Use of Cookies policy.

If you do not agree with any part of these Terms, you must not access or use the Website or Services. We reserve the right to modify these Terms at any time. Material changes will be communicated via email to active subscribers or by posting a prominent notice on the Website. Your continued use of the Services after any modification constitutes acceptance of the updated Terms.

2. Description of Services

Factor-Based provides equity research subscription services focused on Canadian equity markets. Our Services include, but are not limited to:

• Access to proprietary factor-based stock rankings and screening models
• Model portfolio holdings with position weights and performance data
• Monthly fact sheets, presentations, and written commentary
• Downloadable research documents and Excel data files
• Email alerts regarding portfolio rebalancing and updates
• Access to historical performance data and analytics

The specific features available to you depend on your subscription plan. We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to active subscribers.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your province or territory of residence, whichever is greater
• Be capable of forming a binding legal contract under applicable Canadian or international law
• Not be prohibited from receiving the Services under the laws of Canada or any other applicable jurisdiction
• Provide accurate, current, and complete registration information

Our Services are designed for use by investors, financial professionals, and other individuals who are interested in equity research for informational purposes. They are not intended for use by persons in jurisdictions where such use would be contrary to local laws or regulations.

4. Account Registration and Security

To access the Services, you must create an account through our authentication provider. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring your account information remains accurate and up to date

Each subscription is for a single user only. You may not share your login credentials or allow others to access the Services through your account. We reserve the right to suspend or terminate accounts that we reasonably believe are being shared or used in violation of these Terms.

5. Subscription Terms and Payment

5.1 Subscription Plans

We offer monthly and annual subscription plans. All prices are quoted in Canadian Dollars (CAD) unless otherwise stated and are exclusive of applicable taxes.

5.2 Billing and Renewal

Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. Payment is processed securely through Stripe, our third-party payment processor. By subscribing, you authorize us to charge your designated payment method for all applicable fees.

5.3 Price Changes

We reserve the right to adjust pricing at any time. Active subscribers will be notified at least 30 days in advance of any price increase. The new pricing will take effect at the start of your next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

5.4 Taxes

Applicable sales taxes (including GST/HST and provincial sales taxes) will be added to subscription fees as required by law. You are responsible for all taxes associated with your subscription.

6. Cancellation and Refund Policy

6.1 Cancellation

You may cancel your subscription at any time through your account settings or the Stripe Customer Portal. Upon cancellation:

• Monthly subscriptions: Your access continues until the end of the current billing period. No further charges will be made.
• Annual subscriptions: Your access continues until the end of the annual billing period. No partial refunds are provided for unused months except as described below.

6.2 Refunds

Annual subscribers may request a prorated refund within the first 30 days of their subscription or renewal. After 30 days, no refunds will be issued for annual subscriptions. Monthly subscriptions are non-refundable. To request a refund, contact us at info@factorbased.com.

7. Not Investment Advice

THIS IS A CRITICAL PROVISION. PLEASE READ IT CAREFULLY.

Factor-Based is not a registered investment advisor, broker-dealer, or portfolio manager under the securities laws of Canada or any province or territory thereof, nor under the laws of any other jurisdiction. The information, data, research, opinions, and model portfolios provided through our Services are for informational and educational purposes only and do not constitute:

• Investment advice, financial advice, trading advice, or any other form of personalized recommendation
• A solicitation to buy, sell, or hold any security
• An offer to manage money or provide portfolio management services
• A recommendation that any particular security, portfolio, transaction, or investment strategy is suitable for any specific person

You acknowledge and agree that all investment decisions are made at your own risk and that you should consult with a qualified, licensed financial advisor registered in your jurisdiction before making any investment decisions. For further details, please review our Disclaimer.

8. Intellectual Property

8.1 Ownership

All content, data, research, rankings, methodologies, software, design elements, trademarks, and other materials available through the Website and Services (collectively, "Content") are the exclusive property of Factor-Based or its licensors and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Content for your personal, non-commercial investment research purposes only. This license does not include the right to:

• Reproduce, redistribute, republish, or retransmit any Content to third parties
• Use the Content for commercial purposes, including in newsletters, publications, or advisory services
• Create derivative works based on the Content
• Use automated systems (scrapers, bots) to access or extract Content
• Remove or alter any proprietary notices on the Content

8.3 Feedback

Any feedback, suggestions, or ideas you provide to us regarding the Services may be used by us without restriction or compensation to you.

9. Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Share, redistribute, or resell any Content from the Services
• Attempt to gain unauthorized access to any portion of the Website or Services
• Interfere with or disrupt the integrity or performance of the Website or Services
• Use the Services to develop a competing product or service
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use the Content in a manner that could be misleading to others regarding its source or purpose

10. Third-Party Services

Our Services integrate with third-party services including, but not limited to, Clerk (authentication), Stripe (payment processing), and various data providers. Your use of these third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the practices or policies of any third-party service providers.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Factor-Based does not warrant that the Content is accurate, complete, reliable, current, or error-free. Data may contain errors, omissions, or inaccuracies.
• In no event shall Factor-Based, its directors, officers, employees, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or investment losses, arising from your use of or inability to use the Services.
• Our total aggregate liability to you for any claims arising from or related to these Terms or the Services shall not exceed the amount you paid to Factor-Based for the Services during the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Factor-Based, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your use of the Services or Content
• Your violation of these Terms
• Your violation of any rights of a third party
• Any investment decisions you make based on information obtained through the Services

13. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to:

• Breach of these Terms
• Sharing account credentials or Content with unauthorized parties
• Use of the Services for any prohibited purpose
• Non-payment of subscription fees
• Request by law enforcement or government agencies

Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination (including but not limited to intellectual property, limitation of liability, indemnification, and governing law) shall survive.

14. Governing Law and Dispute Resolution

14.1 Governing Law

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, without regard to conflict of law principles.

14.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days of written notice, either party may submit the dispute to binding arbitration administered under the rules of the ADR Institute of Canada, to be held in Toronto, Ontario. The language of the arbitration shall be English.

14.3 Class Action Waiver

To the fullest extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, Disclaimer, and Use of Cookies policy, constitute the entire agreement between you and Factor-Based regarding the Services and supersede all prior agreements.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

15.5 Language

The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

16. Contact Information

If you have any questions about these Terms, please contact us at: