III. CANADA TERMS OF SERVICE ADDENDUM
Last Updated: March 25, 2024
This Canada Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from anywhere that are headquartered in, or residents of, Canada. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If You use the Site after the amended Terms have been published, You will be deemed to have agreed to the Terms, as amended.
The relevant section of the Site relating to certain investment funds (each a “Fund”) is an alternative investment platform operated by iCapital Network Canada Ltd. (“iCapital Canada”) and hosted by Institutional Capital Network, Inc. (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital Canada. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.
Some of the provisions of these Terms are for the benefit of the Site Provider. Your use of the Site might also be subject to certain additional terms of use required by the Site Provider, and You agree that Your use and access to the Site will also be governed by such terms.
With the exception of (i) any terms specifically relating to the Site which the Site Provider requires You to agree to and/or accept in order to access and/or use the Site or that are accessible from a hyperlink on the Site, (ii) any terms that iCapital Canada requires You to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) You and (y) iCapital Canada and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and iCapital Canada (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital Canada do not constitute part of Your agreement with iCapital Canada or the Site Provider with respect to this Site.
By accessing this Site, you represent and warrant to us that you are a securities dealer or adviser that is registered with the securities regulatory authorities of one or more provinces or territories of Canada, that any person accessing the Site on Your behalf is one of your registered dealing or advising representatives, and that each of your clients that indirectly buys or sells securities or other interests of any of the Funds through the Site is either a “permitted client” or an “accredited investor”, as such terms are defined in the securities legislation of the province or territory where such client is resident.
- The Site and Financial Services
1.1 Financial Services. The Financial Services we offer allow dealers registered in one or more provinces or territories of Canada, on behalf of potential and existing investors who are Eligible Investors, in relation to the Funds (each a “Relevant Fund”) to review information and disclosure documents on privately offered Funds, to submit subscription applications and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, any supplements thereto, the declaration of trust, trust agreement, limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital Canada or any entity associated with iCapital Canada to, or require any Relevant Fund or iCapital Canada or any entity associated with iCapital Canada to make or undertake, any additional registration, notification, filing (or similar) obligations in addition to those that the Relevant Fund, iCapital Canada and/or any entity associated with iCapital Canada, as applicable, has made that are valid at the relevant time.
1.2 Not a Regulated Marketplace or ATS. You acknowledge and agree that the Site is not subject to any of the laws or regulations applicable to securities marketplaces or to alternative trading systems in Canada or elsewhere.
1.3 Role of the Site Provider. iCapital Canada has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital Canada. The Site Provider, on behalf of iCapital Canada, provides technical support to You only and is not authorized or regulated in Canada for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Canada. Nothing in these Terms shall infer or create a client relationship between You and the Site Provider.
1.4 Do Not Provide Advice. The Site, including the Content, has been prepared for informational purposes only without regard to any particular user’s or Your clients’ investment objectives, financial situation, or means, and we are not soliciting or recommending that You or Your clients take any action based upon it. The Site, including the Content, is not to be construed as a recommendation to buy or sell any security, or otherwise to participate in any particular trading strategy. We do not provide, and nothing contained on or generated by the Site should be construed to be, business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or any other form of advice.
1.5 Privacy Notice. Your use of the Site is subject to the Privacy Policy, as supplemented by the Canada Privacy Policy Addendum at the end of these Terms. Please review the Privacy Policy, as so supplemented, which also governs the Site and informs You of the data collection practices. The Privacy Policy is available at https://icapital.com/privacy-policy/. You expressly permit iCapital Canada to share any information You provide to iCapital Canada with the Site Provider in connection with the provision of the services provided hereunder and for the purposes of management and operation of the Site by the Site Provider, the whole in accordance with the Privacy Policy.
- Other Representations, Warranties and Covenants
You hereby represent, warrant and covenant to iCapital Canada and the Site Provider as follows:
(i) Your use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;
(ii) You will act in conformity with the Relevant Fund’s private placement memorandum, any supplements thereto, the declaration of trust, trust agreement, limited partnership agreement, articles of incorporation or other applicable constituent documents of the Relevant Fund, the subscription agreement and all other Applicable Laws applicable to Your use of the Site, including any investment restrictions, guidelines, mandates to which You and/or Your clients are subject; and
(iii) You will maintain such books and records, and will make all disclosures, as are required by Applicable Law in connection with these Terms.
- Securities Products
Unless explicitly agreed otherwise in writing, neither iCapital Canada nor the Site Provider is, by virtue of making the information contained on the Site available to You or facilitating such arrangements (respectively), acting as Your advisor or fiduciary. The Site is provided to You solely on the basis that You have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on Your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.
- Geographic Restrictions
The Site is issued by iCapital Canada. The Site Provider hosts the Site on behalf of iCapital Canada for intended use by residents of Canada. The contents of the Site have not been reviewed by the Canadian provincial securities regulatory authorities. We make no claims that the Site or any of its content is accessible or appropriate outside of Canada. The information contained in the Site does not constitute a distribution, an offer to buy or sell any securities or other interests in the Relevant Fund or the solicitation of any offer to buy or sell any securities or other interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If You access the Site from outside of Canada, You do so on Your own initiative and are responsible for compliance with any applicable laws and regulations.
- Amendments to the Data Processing Addendum
Except for section 3.3, the Data Protection Addendum applies to Financial Professionals that are headquartered in, or residents of, Canada. For greater certainty, “Data Protection Law” in the Data Processing Addendum shall also include applicable Canadian data protection laws, including the federal Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) and Quebec’s Act respecting the protection of personal information in the private sector, R.S.Q., c.P-39.1. “Data Controller” shall designate any of the Parties that has Personal Data under its control and “Data Processor” shall designate the Party who processes Personal Data on behalf of the other.
- Contact us
iCapital Canada is a legal entity incorporated under the federal laws of Canada.
If you have any questions in relation to any Relevant Fund, please contact iCapital Canada by sending an email to [email protected].
For complaint related matters, please send an email to [email protected] or send a letter by mail to:
Complaint Officer
iCapital Network Canada Ltd.
333 Bay Street
Suite 830
Bay Adelaide Centre, West Tower
Toronto, ON M5H 2R2
Canada Privacy Policy Addendum
This Canada Privacy Policy Addendum applies if you reside in Canada. It supplements the information contained in the iCapital Privacy Policy (“Privacy Policy”). In the event of any conflict or inconsistency between the Privacy Policy and this Addendum, this Addendum shall supersede and control with respect to such conflict if you reside in Canada.
How We Use Your Personal Information: We only use your personal information for the purposes disclosed in section 3 of the Privacy Policy or as permitted by applicable law. We may also aggregate any information collected through our Services so that such information can no longer be linked to you or your device. We may use such aggregated information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, partners, and sponsors.
Transfer Outside Your Jurisdiction. We and our service providers may access, store and otherwise process personal information outside of Canada (and, for residents of Quebec, outside of Quebec), including in the United States and other foreign jurisdictions where we or our service providers are located. Please note that organizations based outside of Canada may not be subject to privacy laws that provide you with the same rights and protections as in Canada. As a result, when your personal information is used or stored in a jurisdiction other than where you are residing, it may be subject to the law of this foreign jurisdiction, including any law permitting or requiring disclosure of the information to the government, government agencies, courts and law enforcement in that jurisdiction.
Data Governance and policies: We also implemented a comprehensive set of policies and practices to protect your personal information. These measures take into account the volume, sensitivity, intended use, and format of the information, and generally include the following:
- A privacy framework governing the protection of personal information throughout its lifecycle. This framework defines, among other things, the roles and responsibilities of iCapital’s personnel, provides a process for handling privacy complaints, and addresses the retention and destruction of personal information;
- Other internal policies and procedures that define the roles and responsibilities of iCapital’s personnel throughout the information life cycle and limit their access to such information on a “need-to-know” basis;
- When information is collected or stored in electronic format, technical safeguards such as encryption, firewalls, passwords, antivirus software and similar measures;
- A designated Privacy Officer to monitor compliance with applicable data protection laws; and
- Employee privacy and data security training.