RECOLLECTIVE TERMS OF SERVICE

Date of last revision: November 20, 2017

1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE

Welcome to the online research service named Recollective . The Recollective services, software and network (collectively, "Recollective") are operated by Ramius Corporation and its corporate affiliates (collectively, "us", "we", or the "Company"). By accessing, offering for use, using or promoting Recollective, or any version derived or originating thereof (together, the "Service"), or by posting a link or button to any of the Services on your site or page, you (collectively "you", "your", or the "User") agree that you have read, understand, and agree to be bound by these Terms of Service ("Terms of Service" or "Agreement"). We reserve the right, at our sole discretion and without notice to you, to change, modify, add or delete portions of these Terms of Service at any time. If revised in any way, the revised Terms of Service will be posted, with a date at the top of the page indicating when these Terms of Service were last revised. Your continued use of the Service after any such revisions to the Terms of Service constitutes your acceptance of these new Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. SHOULD YOU NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOUR ONLY REMEDY IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, AND TO REGULARLY REVIEW THESE TERMS OF SERVICE TO ENSURE THAT YOU ARE INFORMED OF ANY REVISIONS TO THEM. YOU FURTHER AGREE THAT THESE TERMS OF SERVICE FORM A LEGALLY BINDING CONTRACT BETWEEN YOU AND THE COMPANY, AND THAT THIS AGREEMENT CONSTITUTES "A WRITING SIGNED BY YOU" UNDER ANY APPLICABLE LAW OR REGULATION. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY THE COMPANY.

2. REPRESENTATIONS OF USER

By accepting these Terms of Service, you hereby represent, warrant and covenant to the Company that: (a) you have the legal capacity to subscribe and accept the Terms of Service as well as be bound by its content; (b) you are at least 18 (eighteen) years of age, or you are at least 13 (thirteen) years of age and have parental permission to use the Services and be bound by the Terms of Service, or you are such other minimum age which is required in the jurisdiction in which you reside and have parental permission to become a User and be bound by the Terms of Service; (c) you are legally entitled to use the Service in the jurisdiction in which you reside; and (d) you agree to regularly review these Terms of Service and, in the event of any change in the Terms of Service, you agree to continue to be bound by the new Terms of Service or else immediately discontinue the use of the Service.

3. SERVICE PROVIDED

Access may not be available to all Users in all locations and the Company reserves the right to limit access to the Service by any User. You acknowledge and understand that the Company is not required to provide any free assistance, including any technical or customer support, in connection with the Service and that your use of the Service is entirely at your own risk.

4. USER REGISTRATION, PASSWORDS, AND SECURITY

In consideration of your use of the Service, you agree to: a) provide true, accurate, current and complete information about yourself as may be prompted by any registration forms in the Service ("Registration Information"); b) maintain at all times, profile information which is true, accurate, current and complete by making changes, additions, or deletions to your User profile information as required; c) maintain the security of your password and personal identification at all times; and d) be fully responsible for the full use of your account and for any actions that take place using your account.

If any information provided as part of the Registration Information is not true, accurate, current or complete, or the Company has reasonable grounds to suspect that your Registration Information is untrue, inaccurate, not current, or incomplete, then the Company shall have the right to suspend or terminate your use of the Service and refuse to provide any current or future Service to you.

If you believe that the security of your password has been compromised, you agree to immediately change your password to eliminate this security risk. If you are unable to change your password, you agree to notify the Company immediately that your password has been compromised. You acknowledge that the Company does not protect any User from the unauthorized use of his/her/its account and/or password and the Company shall not be held liable for any loss that a User may incur as a result of someone else using their password or account, either with or without the User's knowledge.

You will notify the Company immediately of any known or suspected unauthorized use, activities or disclosure of the Service, or any other breach of security. The Company states specifically that it will not be liable for any failure by any User to comply with the provisions of this section 4 of the Terms of Service.

5. CONTENT AND RIGHTS IN CONTENT

By submitting Content for inclusion on the Service, you grant to the Company, and its successors and assigns, and you warrant and represent that you have the right to grant to the Company, its successors and assigns, an irrevocable, perpetual, non-exclusive, transferrable, fully paid royalty free, worldwide license to copy, display, distribute, sublicense, reproduce, reformat, translate, modify, adapt and publish your Content in all forms and in all media and in all manners, without any restriction or notice as to changes or alterations, including for any advertising, promotion, publicity, or any other lawful purposes; and to publish your name in connection with your submission. You waive any claims you may have based on any usage of your Content and release Company, its successors and assigns, from any and all liability related to the distribution, publication, and dissemination of these items. You waive any and all moral or integrity rights with respect to the Content.

6. LIMITED LICENSE

Provided that you are eligible to use the Service pursuant to section 2, you are granted a limited use, revocable, non-transferable, non-exclusive license to access and use the Service. Such license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein immediately. Nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause at the sole discretion of the Company.

7. TRADEMARKS

Recollective, Ramius, and other Company names, logos, graphics, designs, page headers, buttons, icons, and scripts are the registered and/or unregistered trademarks of the Company and/or third parties. No rights are conferred upon you, either expressly or by implication, to use the trademarks. The Company's trademarks, and the trademarks of third parties, may not be copied, imitated, or used in any manner, in whole or in part, in connection with any product or service without the express prior written permission of the Company or respective third party.

8. USER CONDUCT

You represent, warrant, and agree that: a) you own any Content uploaded or posted by you to the Service or otherwise have the right to grant the license set forth in this Agreement, and b) no materials of any kind, submitted by you or otherwise posted, transmitted, or shared by you on or through the Service, will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights.

International Users agree to comply with all local rules regarding online conduct and acceptable Content, including laws regulating the export of data to and from Canada or your country of access and/or residence.

Content available on the Service is provided by Users of the Service who are independent of the Company. Accordingly, you acknowledge that all Content whether publicly posted or privately transmitted is the sole responsibility of the person from whom such Content originated. Since the Company does not control the Content, you understand that it does not guarantee the accuracy, integrity or quality of such Content. You further understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.

Further, you represent, warrant, covenant and agree that you will not:

(a) use the Service for illegal purposes;
(b) upload, post, publish, transmit, or reproduce any (i) Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ii) Content that violates or infringes in any way upon the rights of others, including Content which is inaccurate, false, hateful, threatening, abusive, offensive, harassing, unlawful, defamatory, libelous, tortuous, slanderous, invasive of privacy or publicity rights, vulgar, obscene, profane, or is racially, ethnically or is otherwise objectionable; (iii) Content that is pornographic, sexually explicit or contains nudity; (iv) Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (v) unauthorized or unsolicited advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other solicitation to other Users except in those areas of the Service that may be designated for such purposes; (vi) Content which contains software, software viruses, including Trojan horses, bots, worms or other harmful or destructive components or features designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (vii) Content that consists of links to other websites that contain Content not in compliance with the Terms of Service; or (viii) Content that you know, or reasonably should know, cannot be legally distributed in such manner;
(c) engage in conduct which in the Company's sole discretion restricts or inhibits any other User from using or enjoying the Service;
(d) create a false identity for the purpose of misleading others, impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity;
(e) harm minors in any way;
(f) forge or otherwise manipulate uniform resource locators or other identifiers to disguise the origin of any Content transmitted through the Service, to acquire unauthorized access to restricted areas of the Service, or for any other purposes;
(g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(h) repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on the Service;
(i) attempt to gain unauthorized access to the Service, other accounts, computer systems, networks, or services connected to the Service, through password mining or any other means;
(j) use meta tag searches or any automated queries or scripts of any sort on the Service;
(k) reformat or frame any portion of the Service;
(l) disrupt the normal flow of dialogue, cause a screen to scroll faster than the other users of the Service are able to type or otherwise act in a manner that adversely affects the ability of other Users to engage in real-time exchanges;
(m) violate any applicable local, provincial, state, national, or international law or any regulations having the force of law;
(n) Remove any copyright, trademark, or other proprietary rights notices contained in the Service;
(o) harvest or collect email addresses or other information of other Users from the Service by electronic or other means for any unlawful purposes, or other purposes including sending unsolicited emails or other unsolicited communications;
(p) stalk or otherwise harass other Users; or
(q) promote or provide instructions, information or advice about illegal activities, promoting physical harm or personal injury against any individual or group;
(r) upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your contacts, (ii) are taken by you or your contacts, or (iii) are original art or animation created by you or your contacts;
(s) register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
(t) upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
(u) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
(v) upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; and
(w) upload or post any form of advertising on the Service, including ads served via an ad-server service, in any way, shape, or form.

Should you be found in violation of any part of section 8 herein, your access to the Service may be terminated immediately, without notice to you.

Notwithstanding the fact that the Company does not review, screen or edit the Content posted to the Service, the Company reserves the right (but is under no obligation) to monitor, edit, delete, or remove (without notice to you) any Content transmitted or received through or on the Service if, in the sole discretion of the Company, the Content violates these Terms of Service, or if the Company otherwise deems the Content to be objectionable.

Further, you agree that the Company may preserve Content or disclose the Content, if required by law to do so or if it believes in good faith that the preservation or disclosure is reasonably necessary to (i) comply with local process, (ii) enforce the Terms of Service, (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of the Company, Users of the Service and the public at large.

9. USER DISPUTES

You are solely responsible for your interactions with other Users of the Service. We reserve the right, but have no obligation, to monitor the interactions and disputes between you and other Users of the Service. The Company states specifically that it will not be liable in any way as a party to any disputes between you and another User.

10. STORAGE, RESOURCES AND BACKUP

You acknowledge and agree that the Company shall not be responsible for any deletion, miscommunication or the failure to store any Content on the Service. The Company may establish limitations on the amount of memory, disk space, activity, bandwidth or any other resource available on the Service. The Company shall not be liable for any failure to backup or restore any Content, nor shall it be liable for any interruptions, delays, unavailability, or suspensions of access to the Service, for whatever reason and however caused.

11. MODIFICATIONS TO SERVICE

The Company reserves the right, from time to time and at any time, to modify, suspend or discontinue the Service (or any part thereof) with or without notice to you, and you agree that the Company shall not be liable to you or to any third party as a result of any modification, suspension or discontinuation of the Service. Any and all changes made to the Service, including without limitation the modification, addition, or deletion of any features to the Service shall be subject to these Terms of Service.

12. PRIVACY

By using the Service, you are consenting to have your personal data transferred to, and processed in, other countries.. You specifically authorize the Company to release any information where the Company believes in good faith that disclosure is reasonably necessary to comply with the law or legal process, to enforce the Terms of Service, or to protect itself, the Users, or others. In addition to the general terms of Indemnification found in section 15 of this Agreement as well as the Limitation of Liability terms found in section 17 of this Agreement, the Company states specifically that it will not be liable for any losses incurred, prosecution or damages suffered as a result of disclosure which the Company makes under the terms of this section 12.

In addition, due to the nature of the Internet and other factors, privacy in your communications cannot be assured and this should always be considered when deciding to transmit confidential or other information through the Service. For more information regarding our Privacy Policy, please click http://recollective.com/privacy.

13. SERVICE MAINTENANCE

Periodically, the Service may become unavailable due to required maintenance. You agree that the Company assumes no responsibility for any errors, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications or Content due to any Service unavailability.

14. PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used and intellectual property used or required in connection with the Service (the "Software") are the sole property of the Company, or the Company has required the necessary licenses to use the Software, and such Software contains proprietary and confidential information protected by applicable intellectual property and other laws. You further acknowledge and agree that content, including but not limited to, information, text, notes, messages, listings, files, software, music, sound, photographs, graphics, designs, video, hyperlinks, or other materials contained in information presented to you through the Service is protected by copyrights, trademarks, service-marks, patents or other laws governing intellectual property and proprietary rights.

Except as expressly authorized by the Company, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based upon the Service or the Software in whole or in part. You agree not to modify, copy, reproduce, republish, upload, post, transmit, sell or distribute in any way, Content available through the Service, the rights of which you do not already own.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, agents, partners, clients and contractors from and against any loss, liability, claim, demand, damage, cost and expense (including reasonable legal fees) asserted by any third party due or arising from or in connection with your use of or conduct on the Service, your Content, your violation of the Terms of Service, or your violation of any rights of another User. The Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT THE SERVICE AND ANY CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATIONS OF RIGHTS.

THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THAT THE RESULTS THAT MAY BE OBTAINED FROM SUCH USE WILL BE RELIABLE OR ACCURATE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. THE COMPANY MAKES NO WARRANTY THAT DEFECTS IN ITS SOFTWARE WILL BE CORRECTED OR THAT THE WEBSITE OR SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT ANY OF THE MATERIAL AND/OR OTHER DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. THE COMPANY IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION, DAMAGE, OR ANY OTHER PROBLEM TO ANY COMPUTER SYSTEM, OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH MATERIAL OR DATA. THE COMPANY IS NOT RESPONSIBLE FOR ANY PROBLEMS THAT MAY RESULT TO ANY INTERNET ACCESS EQUIPMENT, COMPUTER SYSTEM, SMART PHONE, SERVER, PROVIDER, MOBILE COMPUTING OR COMMUNICATION EQUIPMENT, OR SOFTWARE DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, OR WITH THE SERVICE, OR A COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE (FINANCIAL OR OTHERWISE) TO USERS AND INJURY OR DAMAGE TO ANY SOFTWARE OR HARDWARE RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS OR DATA IN CONNECTION WITH THE USE OF THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OR INABILITY TO USE THE SERVICE (INCLUDING, BUT NOT LIMITED TO DELETION OR LOSS OF CONTENT, DEFECTS OR DELAYS IN TRANSMISSION, OR ANY FAILURE OF ANY COMPUTER HARDWARE OR SOFTWARE, OR THE INTERNET), (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM THE COST OF ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR, (V) ANY OTHER MATTER RELATING TO THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM YOU ARE A USER, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $500. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE, OR WITH ANY OF THE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE IMMEDIATELY.

18. NOTICE

Notices may be sent to you or you may send notices to the Company via either e-mail or regular mail. If sent to the Company, all notices shall be sent to: ADDRESS The Service may also provide notifications of any changes to the Terms of Service or other matters pertaining to the Service by displaying notices or links to notices generally on the Service.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of any of the above mentioned communications for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

19. GENERAL

The failure of the Company to exercise its rights or insist upon the performance of the User's obligation hereunder shall not constitute a waiver or relinquishment of those or any other rights under these Terms of Service.

If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties intentions as reflected in the provision and the other provisions of the Terms of Service shall continue to be binding on and remain in full force and effect.

The Terms of Service as well as any schedules, any software licence agreements, and any quotations between you and the Company constitute the entire and only agreement, and supersedes any prior agreements between you and the Company, (including, but not limited to all prior versions of the Terms of Service, where applicable).

In the event there is any conflict between the Terms of Service and any schedule the Terms of Service shall apply and be paramount.

By visiting or using the Service, you agree that the Terms of Service and the relationship between you and the Company shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada, without regard to principles of conflict of laws. Such parties agree to waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the Province of Ontario and Canada, and submit to the jurisdiction of such courts. This Agreement shall be treated as though it were executed and performed in the Province of Ontario.

You agree that regardless of any statute or law to the contrary, any action, suit or proceeding arising out of or related to the use of the Service or to the Terms of Service must be commenced within 1 year after such claim or cause of action arose or be forever barred.

Section titles in the Terms of Service are for convenience only and have no legal or contractual effect or significance.

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms of Service with the initial letter(s) capitalized will have the meaning attributed to them in these Terms of Service.

20. VIOLATIONS

Please report any violations of the Terms of Service to our compliance department by e-mail to compliance@recollective.com.

21. LANGUAGE

Any version of these Terms of Service in a language other than English is provided for your convenience only. The Terms of Service are in the English language and should there be any conflict between the Terms of Service in English and the Terms of Service in any other language, the Terms of Service in the English language will govern.

It is the express wish of the parties that the Terms of Service and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.