Terms and Conditions

Version 1.1 – March 2024

1. Introduction

Welcome to the website of 3 Halves Labs Inc ("the Company"), located in Toronto, Canada. This website is designed to provide information about potential investment opportunities within the Company to prospective private investors ("User" or "You"). Access to and use of the information, materials, services, and content provided herein (collectively, the "Service") is subject to the terms and conditions outlined below ("Terms"). By accessing or using the Service, you agree to be legally bound by these Terms, which form a legally binding contract between you and the Company. If you do not agree with any part of these Terms, you are prohibited from using or accessing this website.

2. Intellectual Property Rights

The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Service provided by the Company ("Materials") are protected by intellectual property and other applicable laws. These Materials are the property of the Company or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by the Company, you may not make use of the Materials. The Company reserves all rights to the Materials not granted expressly in these Terms.

3. Use Restrictions

Your permission to use the Service is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:

• Copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";

• Use any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period by using a conventional on-line web browser (except that the Company grants the operators of public search engines revocable permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

• Transmit spam, chain letters, or other unsolicited email;

• Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

• Take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

• Upload invalid data, viruses, worms, or other software agents through the Service;

• Collect or harvest any personally identifiable information, including account names, from the Service;

• Access any content on the Service through any technology or means other than those provided or authorized by the Service;

• Bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

4. User Content

Some areas of the Service may allow Users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for the User Content that you upload, publish, display, link to, or otherwise make available (hereinafter, "post") on the Service, and you agree that the Company is only acting as a passive conduit for your online distribution and publication of your User Content. The Company will not review, share, distribute, or reference any such User Content except as provided herein or as may be required by law.

5. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, and successors from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use, or misuse of the Materials or the Service. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company's defense of such matter.

6. Disclaimer of Warranty

THE SERVICE AND THE MATERIALS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT, AND MATERIALS IN OUR SITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN OUR SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 OF MEMBERSHIP.

8. Governing Law & Jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflict of laws. To the extent that any lawsuit or court proceeding is permitted hereunder, you and the Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Toronto, Ontario, Canada for the purpose of litigating all such disputes.

9. General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and the Company regarding your use of and access to the Service. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. The Company may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

10. Changes to the Terms

The Company reserves the right, at its sole discretion, to modify or replace the Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

11. Contact Information

If you have any questions about these Terms, please contact us at privacy@3halves-labs.com.