Terms of Use

1. Changes to these Terms of Use. Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Website. It is your obligation to monitor the Website or any such changes and to review these Terms of Use regularly. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. 

2. Changes to the Services. We reserve the right to change the Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; or (iv) in accordance with the terms of the Contract (as defined below and as applicable)

1. Creating a Username and Password. To access certain features of the Services, you may be required to successfully sign up for a user account using the available interfaces of the Services by way of single sign on, passkeys or the use of a magic link sent to your email address. When you sign into the system you are identified by an email address and this email address identifies your user account as a user ID (“User ID”).

2. Keeping Your Account Secure. You will not grant access to or otherwise share your User ID with any other person.

3. Providing Accurate Information. You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services.

4. Disabling Accounts. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services (or any portion thereof).

5. Responsible Use of Your Account. Walter is entitled to act on instructions received through your account. Walter is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your account and changing your password. You agree to be responsible for any act or omission of any users that access the Services under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.

1. When you use or view the Services or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, within the Platform, or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

2. By creating an account to access the Services, you acknowledge and agree that Walter will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations, or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption. Notwithstanding you revoking your consent, you may be contacted by other users of the Platform through the Platform related to your role as a stakeholder (shareholder, optionholder, safeholder, convertible note holder, debtholder or other party to an agreement) with another user of the Platform. If you do not wish to be contacted through the Platform by one of the other users you are obligated to communicate this request with them directly as they may have statutory requirements to communicate with you related to the stakeholder relationship they have with you.

1. You grant to us and our licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Services or which the Firm Customer provides to us (collectively, “User Data”) to: (i) provide the Services; (ii) improve and enhance the Services and its other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (“Aggregated Data”).

2. We and our licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.

3. Please review our current privacy policy, available at https://getwalter.com/legal/privacy (“Privacy Policy”), which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.

4. You represent and warrant to us that your User Data will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.

5. You represent and warrant to us that: (a) you own or control the appropriate rights in and to your User Data submitted to the Platform, including any intellectual property owned by third parties and including the right to grant the licenses to the such User Data contained in these Terms of Use; and (b) you will not submit, upload, or otherwise make available via the Services, any User Data that: (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (iii) breach or violate any applicable laws.

6. All rights not expressly granted to you in these Terms of Use are reserved by Walter.

1. use reasonable efforts to prevent unauthorized access to or use of the Services;

2. keep your User IDs and all other login information confidential;

3. not register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity;

4. monitor and control all activity conducted through your account in connection with the Services;

5. upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;

6. maintain, protect, and make backups of your User Data;

7. keep your email address and, where applicable, your contact details associated with your account current and accurate;

8. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;

9. not use anyone else’s User ID at any time;

10. not attempt, in any manner, to utilize the account, or other security information from any other user;

11. not access or use the Walter SaaS Services for the purpose of building a similar or competitive product or service; and

12. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws.

We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.

The Services may provide or publish links or access to third party content, websites, systems, software or services (“Third-Party Content”). Likewise, we may allow you to access the Services from third-party systems. Walter does not represent that it has reviewed such Third-Party Content and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such Third-Party Content are the property of their respective owners. Walter does not endorse any Third-Party Content, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-Party Content is not under Walter’s control, and if you choose to access or use any Third-Party Content, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to Third-Party Content and agree to accept and comply with any such terms of use.

‍The downloading and viewing of content accessed though the Services is done at your own risk. We do not guarantee or warrant that the Services are compatible with your computer system or mobile device or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary because of your use of the Services.

‍THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY TEMPLATES, DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES (OR ANY PART THEREOF), ARE ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER, AND THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES.
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YOU ACKNOWLEDGE THAT WALTER DOES NOT PROVIDE LEGAL OR INVESTMENT ADVICE OR PRACTICE LAW, NOR DOES IT REVIEW ANY USER DATA FOR COMPLIANCE WITH APPLICABLE LAWS. YOU ARE WHOLLY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS, INCLUDING LAWS RELATING TO INVESTMENT AND THE OFFERING OF SECURITIES TO INVESTORS.

‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS, AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH WALTER, THE “WALTER PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THE INABILITY TO MAKE USE OF THE SERVICES, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $1,000 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. 

1. These Terms of Use will commence on the day you first use the Services and will remain in effect until the earlier of (a) termination by either party in accordance with the provisions of these Terms of Use or (b) the termination or expiration of the Contract (collectively, the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you or the Organization Customer, at our discretion, by email or through the Services. You may terminate these Terms at any time and with immediate effect by contacting us and requesting we do so, or by deleting your account in the account settings. For greater certainty, if you continue to use any portion of the Services that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (User Data, User Submission, and Privacy), 6 (Communications Not Confidential), 7 (Third-Party Content, Websites or Services), 8 (Malicious Code and Security), 9 (Disclaimer), 10 (Limitation of Liability), 11(b) (Survival), and 12 (General Provisions).

1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services, provided that if you are a Firm User, you are also subject to the terms of any agreement entered into by your employer and Walter. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

6. Dispute Resolution. If you believe that Walter has not adhered to these Terms of Use, please contact Walter using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

7. English Language. It is the express wish of the parties that these Terms of Use and all related documents be 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.

‍If you have any questions or comments regarding these Terms of Use, please contact us at support@getwalter.com or call our main line at 1-833-374-4736.