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 Terms of use
This Terms of Use Agreement is a binding contract between you and Northwater Capital Management Inc. It governs your use of this website and all products, services, content, tools and information available through the website. By using or accessing this website, you accept and agree to be bound by these Terms of use. If you do not agree with the terms and conditions of the Terms of Use Agreement, you are not granted permission to access or otherwise use this website.

These Terms were last amended as of May 28, 2004
Acceptance of the Terms of Use and any Amendments

This Terms of Use Agreement (the "Terms of Use") states the terms and conditions under which you may use the website located at northwatercapital.com and all products, services, content, tools, and information available through the website (referred to collectively as the "Site" or the "Site Content"). Please read the Terms of Use carefully. By accessing, browsing and/or using this Site, you acknowledge that you have read, understood and agree to be legally bound by the Terms of Use.

These Terms of Use are in addition to any other agreements between you and us, including any customer or account agreements that govern your use of Northwater's products, services, content, tools, and information referred to on this Site.

Your use of this Site is governed by the version of the Terms of Use in effect on the date this Site is accessed by you. We reserve the right to change this Site and the Terms of Use at any time, without notice. The date of any amendment will be shown in the Table of Contents. If you use the Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the Terms of Use, as amended.

Site Sponsor

This Site is provided as a service and for information purposes only, by Northwater Capital Management Inc. and/or its affiliates that are the Northwater Capital Management Inc. group of companies (collectively, "Northwater"). It is not provided by any of the retail Northwater products ("Product(s)") referred to herein.

Information for Non-Canadian Investors

This site is intended for residents of Canada only.

The Products described on this site are qualified for sale only to residents of Canada through registered investment

Nothing on this Site shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, purchase or sale would be unlawful under the laws of that jurisdiction.

Authorized Use, Users and Online Account Access

Personal Use. This Site is intended only for your personal, non-commercial use, unless you and we have agreed otherwise in writing.

Canadian resident use only. This Site is intended for residents of Canada only. If you choose to access this Site from locations outside of Canada, you do so at your own initiative and risk, and are responsible for compliance with all applicable laws.

No solicitations. Nothing on this Site shall be considered a solicitation to buy or an offer to sell, or a recommendation for, a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, recommendation, purchase or sale would be unlawful under the laws of that jurisdiction.

No investment recommendations or professional advice. This Site is not intended to provide any tax, legal, or investment advice, and nothing on the Site should be construed as a recommendation, by us or any of our affiliates, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Unless otherwise specified, you alone are solely responsible for determining whether any investment, security or strategy or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

Prohibited Uses and Means of Access

Prohibited Uses. Because all servers have limited capacity and are used by many people, you may not use the Site in any manner that could damage or overburden any Northwater server, or any network connected to any Northwater server. You may not use the Site in any manner that would interfere with any other party's use of the Site.

Means of Access. The Site is generally intended to be viewed by a conventional web browser with a screen resolution of 800 by 600 pixels or greater, such as Netscape Navigator 6.1+ or Microsoft Internet Explorer 5.5+. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache setting on your browser to ensure that your are receiving the most recent data. You should not access the Site through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved by us.

Password protected areas. Access to and use of password-protected and/or secure areas of the Site is restricted to authorized users only. You may not obtain or attempt to obtain unauthorized access to such parts of our Site, or to any other protected materials or information, through any means not intentionally made available by us for your specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

Product Prospectus, Performance, and Investment Risks

Prospectus. For more information on any of our Products, contact your registered representative (investment advisor) or download a prospectus, which contains important information about a Product's investment objectives and strategies, management fees and expenses, risk factors and other considerations. Please read the prospectus carefully before you invest.

Product Performance. Commissions, trailing commissions applicable, management fees and expenses all may be associated with the Products. Please read the prospectus before investing. Unit values change frequently and may not correspond to net asset value per unit for the Products and past performance is not necessarily indicative of future return, which may vary.

Any indicated rates of return are historical annual compounded total returns including changes in unit value and reinvestment of all dividends or distributions and do not take into account, sales, redemption, distribution or optional charges or income taxes payable by any unit holder that would have reduced returns.

Investment Risks. All of the Products are subject to certain risks. Generally, investments offering potential for higher returns are accompanied by a higher degree of risk. These risks are discussed in the applicable prospectus.

Privacy, Personal Information Transmission, Unsolicited Communications and Usage Monitoring.

Privacy Policy. For individual unit holders of our Products, please see our Privacy Policy for a summary of the non-public personal information that we may collect and maintain about current or former investors, our policy regarding the use of that information; and the measures we take to safeguard the information.

Personal Information Transmission. Your use of the Site may involve the transmission of information, including personally identifiable data, about you. You consent to the transmission of such information by electronic means through the Internet and represent that such consent shall be effective each time you use the Site.

Usage monitoring. We reserve the right, but do not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site, and your Communications. By using the Site, you accept our right to access, archive, or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, you accept our right to access, archive, or monitor usage to ensure service quality, or to evaluate the Site, the security of the site, compliance with these Terms of Use, or for any other reason. You agree that our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor your Site usage and enforce, or fail to enforce, these Terms of Us. You further agree that in no event will Northwater, or any of its affiliates, be liable for any damages incurred by you as result of our usage monitoring.

Copyright, Trademark and other Intellectual Property Rights

You acknowledge that this Site is protected by applicable copyrights, trademarks, trade secrets, patents, proprietary rights and other intellectual property laws, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now or developed in the future. Accordingly, you may not copy, distribute, modify, post or frame-code user interface design or logos, except as explicitly authorized below or by us in writing.

Permitted uses. Northwater grants you a non-exclusive, personal, non-transferable, non sublicensable, limited and revocable right to access, use and display this Site on any computers or other electronic display device of which you are a user, for your personal and non-commercial use only (the "Permitted Uses"). You agree to use the Site only for lawful purposes, for the "Permitted Uses. No other use of the Site is authorized unless you and we have agreed otherwise in writing.

You may print copies of the Site's Content, provided that these copies are made only for the Permitted Uses and that you include any notices and any legal information contained in the Site Content, such as all copyright notices, trademark legends, or other proprietary rights notices as well as all legal disclaimers furnished in the footnotes under "Legal Disclaimer" as shown on the screen or through a link. Linking to the Site is not permitted.

Prohibited uses. You are prohibited from any use of the Site that would give rise to liability or otherwise violate any applicable laws or regulations or the Terms of Use. You may not publicly perform, publicly display, transmit, publish, participate in the sale or transfer of, modify, or create derivative works based on anything available through the Site, in whole or in part. You shall not store electronically any significant portion of any part of the Site. No reverse engineering, linking, framing, or modification of any part of this Site is allowed without our written approval. Any modification or unauthorized use is a violation of Northwater's copyrights and other proprietary rights.

Trademarks and copyrights. Our trademarks are listed in Northwater Trademarks. Nothing on this Site should be construed as granting any license or right to use any of the Northwater Trademarks or other trademarks displayed on this Site without the prior written permission in each instance of Northwater and/or the owner(s) of such other trademarks. All goodwill generated from the use of the Northwater trademarks on any website will inure to our benefit.

The Site also contains text, software, graphics, images, and other material protected by copyrights or other proprietary rights and laws (collectively, the "Proprietary Material"), owned by Northwater or its licensors. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of Northwater and/or the relevant rights holder in writing.

Northwater Trademarks

"Northwater", the oval logo, the N Design and all associated trademarks are trademarks of Northwater Capital Management Inc.

Copyright Policy and Claims Procedure. We reserve the right to remove from our Site, any content that is alleged to infringe someone's copyright. If you reasonably believe that your copyrighted work is accessible on this Site in a way that constitutes copyright infringement, please contact us at: mpt@northwatercapital.com Attention: Chief Legal Officer.

Disclaimers

DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF NORTHWATER'S DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "NORTHWATER PARTIES") GUARANTEES THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY ASPECT OF THE SITE. NONE OF THE NORTHWATER PARTIES WARRANT THAT THIS SITE OR DOWNLOADS WILL MEET YOUR NEEDS OR EXPECTATIONS, OR BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT THIS SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. THE NORTHWATER PARTIES HAVE NO RESPONSIBILITY FOR VIRUSES OR ANY OTHER DAMAGE THAT MAY BE CAUSED TO YOU AS A RESULT OF USING THIS SITE, PERIODS OF VOLATILE OR UNUSUAL MARKET ACTIVITY, IN PARTICULAR, MAY AFFECT SYSTEMS AVAILABILITY OR RESPONSE TIME.

YOUR EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SITE IS ASSUMED SOLELY BY YOU. ALL OF THE NORTHWATER PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE NORTHWATER PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTES THAT MAY BE OBTAINED FROM THE USE FO THIS SITE.
You are responsible for your connectivity. You agree that your are responsible for the means that you use to access the Site and understand that your hardware, software, the Internet, your Internet Service Provider, and other third parties involved in connecting you to our Site may not perform as intended or desired.

Not responsible for third party damages. Northwater and its affiliates also disclaim responsibility for damages third parties may cause to you through the use of this Site, whether intentional or unintentional. For example, you understand that hackers could breach our security procedures, and that Northwater will not be responsible for any related damages.

No reliance on Data. Reasonable precautions have been taken to ensure that Site Content, including account information and pricing data, are complete and accurate. However, due to the nature of information delivery technology and the necessity of using multiple data sources, including Third Party Content, we are unable to assure the accuracy of the data you access through this Site. Site Content is presented only as of the date published or indicated and may be superseded by subsequent market events or other reasons. Northwater has no duty to update this Site or any Site Content. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM ANY ACTIONS OR INVESTMENT DECISIONS TAKEN BY YOU BASED ON THE ACCURACY OF THE DATA PRESENTED THROUGH THIS SITE.

Cautions about future or "forward-looking" statements. Speculation or stated beliefs about future events, such as market and economic conditions, company or security performance or other projections are "forward-looking statements". These forward-looking statements represent the beliefs of the speaker/author and do not necessarily represent the views of Northwater Capital Management Inc. or any of its affiliates. General business, market, economic and political conditions could cause actual results to differ materially from what the speaker/author presently anticipates or projects.

Internet email. We discourage you from using e-mail for sending confidential or sensitive information. If you send e-mail (encrypted or not) to us over the Internet, you are accepting the associated risks of lack of confidentiality.

Limitation of Liability.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF OUR SITE IS TO STOP USING THE SITE. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE NORTHWATER PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, TRADING LOSSES, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, OPERATOR ERRORS, INCONVENIENCE OR DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET); SEVERE OR EXTRAORDINARY WEATHER (INCLUDING SNOWSTORM, FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD); FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOUR DISPUTE AND OTHER LABOUR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE NORTHWATER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE NORTHWATER PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OR WITH APPLICABLE FEDERAL, PROVINCIAL AND LOCAL LAWS.

THESE LIMITATIONS OF LIABUILITY WILL APPLY REGARDLESS OF: (I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY NORTHWATER PARTY OR NEGLIGENCE OF ANY NORTHWATER PARTY OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification

As a condition of your use of the Site, you agree to make the Northwater Parties and their third party providers whole for any and all claims, losses, liabilities and expenses (including but not limited to attorneys' fees) arising from any use of the Site or your violation of these Terms of Use.

Governing Law, Forum, Severability, and Miscellaneous

Failure by Northwater to enforce any provision(s) of these Terms of use shall not be construed as a waiver of any provision or right. This Site is controlled and operated by Northwater from its offices within Ontario, Canada. This Agreement will be governed and interpreted under the laws of the province of Ontario and the laws of Canada applicable therein and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions shall remain in full force and effect.

You shall comply with all laws, rules and regulations by any governmental authority or agency which govern or apply to the operation and use of the Site. Without limiting the foregoing, you agree to comply with such restrictions and not to export or re-export any of the Sites to countries or persons prohibited under the export control laws of Canada. These Terms of Use inure to the benefit of Northwater, its successors and assigns. You may not assign the Terms of Use. No waiver shall be effective unless in writing. All rights not expressly granted herein are reserved by Northwater Capital Management Inc.

Termination

You, acknowledge and agree that Northwater may restrict, suspend or terminate the Terms of Use or your access to, and use, of the all or any part of Site, including and links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use, in Northwater's absolute direction and without prior notice or liability. The relevant version of the Terms of Use shall continue to apply to all prior use of the Site. The following paragraphs set out in this Terms of Use shall survive termination of your use or access to the Site: paragraphs concerning Indemnification, Disclaimers, Limitations of Liability, Termination and General Provisions, and any other provision that by its terms survives termination of your use of or access to the Site.