ATLAS ONE DIGITAL SECURITIES INC.
TERMS OF SERVICE
January 4, 2021
THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF WWW.ATLASONE.CA, AN INVESTMENT PLATFORM OPERATED BY ATLAS ONE DIGITAL SECURITIES INC. (“ATLAS ONE”, “WE” OR THE “COMPANY”) AND ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE SITE OR THE COMPANY.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT ATLAS ONE MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE, AT ANY TIME WITHOUT NOTICE, AND CAN REVISE THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE AND/OR DISCLOSE NEW TERMS ELSEWHERE ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.

Users of www.atlasone.ca (the “Portal” or “Site”) may open an account as an “Issuer” (a private company seeking investments and offering securities on the Portal) or as an “Investor” (who has opened an investor account with Atlas One), or they may view that portion of Contents (broadly defined as any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Site) accessible to the general public. The only people who are authorized to create accounts on the Site are those who understand legal terms and risk and are willing to bear the consequences.

Investment opportunities on the Platform are only intended for investors who are sophisticated enough to protect their own interests and can tolerate risk of capital loss. While Atlas One applies its own criteria in assessing applications by Issuers to list their offerings (“Offerings”) on our Site, Investors must conduct their own due diligence of an Issuer and its Offering and must verify all information on their own when making investment decisions. Atlas One does not, and cannot, guarantee that any Content on the Site is accurate or complete.

GENERAL USERS: Certain portions of the Site will be visible to users who have not signed up as either Issuers or as Investors. Those users, nevertheless, are bound by this Terms of Service. Issuers should note that Offerings on the Site are generally viewable by the general public.

By using any Services, including by simply viewing Content on the Site, you are agreeing that you, and each person you allow to access Atlas One through your account, will abide by these Terms of Service (“Agreement”). This Agreement is between you and Atlas One Digital Securities Inc., and it governs your access to and use of the services, websites, and applications offered by Atlas One (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

Use of Services

By accessing the Site (by invitation or otherwise) or by communicating with Issuers, Investors and other users, you agree to (i) ensure at all times that information about you or provided by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with Atlas One’s request for specific action(s) or additional Contents. You are responsible for all activities that occur under your account. Atlas One may revoke your access to the Services (including the Site) at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms of Services, or (b) your action or inaction on the Site or in connection with the Services is inconsistent with Atlas One’s mission as a funding portal to ensure transparent, compliant and good faith crowdfunding offerings and investment on and through its Site.

General Obligations

When using our Site and Services, you are promising not to violate these Terms of Service. Aside from your Contents, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Atlas One. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis.

Furthermore, you shall not disclose any Contents received through the Services to any third parties or use such Contents for any purpose other than seeking capital or assessing a potential investment.

The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to/via the Services. Any such material you transmit to the Site or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, shall deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.

Furthermore, you cannot have any expectation that Atlas One evaluates, confirms, endorses, or otherwise stands behind any Content(s) provided by any Issuer or its Offering. You may not treat any email or other information you receive as a result of your access to the Services as a representation of any kind by Atlas One on which you should rely.

Atlas One is not qualified to provide legal, accounting or investment advice, and no information provided to you by Atlas One, its staff or its affiliates, can be so construed.

By using our Site and our Services, you agree and acknowledge in each instance that Atlas One is not a party, a beneficiary, an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer.

Atlas One shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by laws, Atlas One retains sole discretion to reject or accept any application from any Issuer or Investor or user to participate on the Site, for any reason or no reason at all.

Users’ Obligations to Act Responsibly
  1. Promises made by each User:
    1. You are making the following promises:
      1. Requirements to Use the Services.
        1. That you have the right, authority, and capacity to enter into this Agreement on your own behalf and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Atlas One violates provisions of the law to which you are subject, you will cease using the Services and close your account;
        2. That you are at least 18 years old or the age of majority in your jurisdiction of residence;
        3. That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
        4. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
        5. That you shall be solely responsible for maintaining the confidentiality of your password;
        6. That you will update your registration information with the Company as needed so that it remains true, correct and complete; and
        7. That you will conduct yourself in a professional manner in all your interactions with Atlas One and with any other Atlas One user.
      2. Requirements Related to Issuers’ Content on Atlas One.
        1. That you will only provide Atlas One with Content that you have a right to provide to Atlas One and to allow Atlas One to display through the Services,
        2. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Atlas One, and that you understand that any other Content you find on or through Atlas One is the sole responsibility of the person who originated such Content;
        3. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Atlas One will not be responsible or liable for any use of your Content by Atlas One in accordance with this Agreement;
        4. That you understand that any false, incomplete or misleading information you post about an Issuer or an Offering may result in serious legal and criminal liability for yourself and/or the Issuer;
        5. That you will be solely responsible for complying with applicable law regarding any Offering;
        6. That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice;
      3. Requirements Related to Investors on Atlas One.
        1. That you are not relying on Atlas One to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;
        2. That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Atlas One for any such material; and
        3. That you will use your own judgment and conduct your own due diligence before making any decision to invest;
        4. That you can tolerate the risk of losing invested capital;
        5. That you have reviewed and understand the risks of any investment of the nature of angel investments; and
  2. Community Rules

    As required of all Atlas One users, you will not, in connection with the Services or while engaging with the Atlas One community:

    1. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;
    2. use any profane, obscene, pornographic or otherwise objectionable content or language;
    3. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
    4. violate the personal, privacy, contractual, intellectual property or other rights of any person;
    5. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
    6. violate this Agreement or any local, provincial, federal or non-Canadian law, rule or regulation;
    7. trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
    8. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
    9. disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
    10. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
    11. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
    12. access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by Atlas One, unless you have been specifically allowed to do so in a separate Agreement with Atlas One (note crawling the Services is permissible in accordance with this Agreement, but scraping the Services is expressly prohibited without the prior consent of Atlas One);
    13. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a third party website and/or Company software on which Company code is embeddable or embedded on;
    14. remove, obscure or change any notice, banner, advertisement or other branding on the Services;
    15. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
    16. interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; or
    17. sell access to the Services or any part thereof other than through a mechanism approved by the Company.
    18. Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Atlas One, other than Content, software or intellectual property owned by you, without regard for its appearance on Atlas One;
    19. Copy or distribute Content except as specifically allowed in this Agreement;
    20. Use any Content, or other information acquired from any user, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
    21. Claim any right to access, view or alter any source code or object code of Atlas One;
    22. Use Atlas One to market services not authorized by Atlas One; or
    23. Market competing services to people identified through Atlas One.
Miscellaneous Terms
  1. Account Registration and Password Protection

    Prior to gaining access to certain Services on the Site, Atlas One will require you to set up a username and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. You agree to comply with the procedures specified by Atlas One from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Atlas One at any time, including upon the misuse of any and the reissuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform Atlas One immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

    Gaining access to certain services will require you to use a digital wallet. The private keys associated with the digital wallet will be your sole responsibility. Do not share your private key information with anyone.

  2. Third Party Content

    Third parties may provide certain information and content to Atlas One (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor, and may be subject to terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding such terms.

    This Site may provide links to other Web sites or resources over which Atlas One does not have control (“External Web Sites”). Such links do not constitute an endorsement by Atlas One of those External Web Sites. You acknowledge that Atlas One is providing these links to you only as a convenience, and further agree that Atlas One is not responsible for the content of such External Web Sites. If you decide to leave Atlas One and access the External Web Sites or to use or install any External Web Site applications, software or content, you do so at your own risk and you should be aware that Atlas One’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from Atlas One or relating to any applications you use or install from the site. Your use of External Web sites is subject to the terms of use and privacy policies located on the linked to External Web sites.

  3. Privacy Policy

    Your use of the Site is governed by the Atlas One Privacy Policy that is available at https://atlasone.ca/privacy-policy (the “Privacy Policy”), and you consent to the collections, uses and disclosures of personal information set out in the Privacy Policy.

  4. Amendments to this Agreement

    We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.atlasone.ca where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.

  5. Waiver/Severability

    The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted.

    You and the Company agree that if any portion of this agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

  6. Statute of Limitations.

    You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, this agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

  7. No Third Party Beneficiaries.

    This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.

  8. Indemnification

    You agree to defend, indemnify and hold harmless Atlas One and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms.

  9. Disclaimer of Warranty

    YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENTS. YOU ACKNOWLEDGE THAT THE CONTENTS HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY ATLAS ONE, AND AGREE THAT ATLAS ONE DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENTS AND FURTHER AGREE THAT ATLAS ONE HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS, WHETHER PROVIDED BY ATLAS ONE OR ITS LICENSORS.

    ATLAS ONE, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENTS AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. ATLAS ONE PROVIDES THE SERVICES “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND.

    WE MAKE NO REPRESENTATION THAT THE CONTENTS ON THIS WEB SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS WEB SITE FROM A LOCATION OUTSIDE THE CANADA, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

  10. Limitation of Liability

    NEITHER ATLAS ONE NOR ANY OF ITS PARTNERS, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, OR THE CONTENTS ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF ATLAS ONE WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

The Services and the Site are operated and provided by Atlas One Digital Securities Inc., Vancouver BC.
© 2021 Atlas One Digital Securities Inc. All Rights Reserved