Please read carefully. The following constitutes a legal and binding contract between you and alaris royalty corp. ("Alaris").
Alaris, including its affiliates and subsidiaries (collectively, "Alaris", "we", "us" or "our"), grants you a limited, gratuitous and revocable non-exclusive license to view and access the website located at www.alarisroyalty.com ("Website") subject to your unconditional acceptance of and compliance with these Legal Terms and Conditions ("Terms"). By accessing or using the Website you are agreeing to and accepting these Terms. If you do not agree with these Terms do not access or use the Website.
We reserve the right to modify these Terms at any time without prior notice by posting such modifications or modified Terms on the Website. Your continued access or use of the Website after such modifications have been posted indicates your acceptance of and agreement to be bound by these Terms as modified. You agree to regularly review these Terms.
Except as may be expressly authorized by us, any reproduction, modification or distribution of the Website materials or content is strictly prohibited. We reserve the right to modify, change, discontinue or suspend the Website in whole or in part, at any time, without prior notice to you. Alaris or any of its respective employees, agents, officers, directors or service providers shall not be liable to you or any third party should we exercise this right.
Alaris or its service providers own all right, title and interest in the Website, including all associated market data and information. The Website contains copyrighted material, trademarks and other proprietary information, including, without limitation, text, software, photos, video, graphics, music and sound (the "Information").
The Website and the Information, including the design, selection and arrangement thereof, are protected by copyright under copyright laws and international treaties. All rights are reserved. Any unauthorized use or any reproduction, modification or distribution of the materials is strictly prohibited. Nothing in these Terms or your use of the Website shall grant you any rights in or to the copyright or other intellectual property or proprietary rights of Alaris or any third party.
Alaris hereby grants to you a licence to download one copy of materials published by us on this Website on any single computer for your personal, non-commercial use only, provided you do not remove or alter any copyright or other proprietary notices. Alaris prohibits any other use (including without limitation, duplicating, altering, modifying, posting, transcribing, transmitting, selling, publishing and reciting) of any Information, without prior permission in writing from Alaris, except when use of the Website is for private, non-profit purposes or is authorized by law. For cases of using the Website beyond the scope of copyright described above, contact us at 403-221-7305.
All of the brands, names and related words and logos of Alaris referred to on the Website and used in connection with the products and services of Alaris, including all of the brands, names and related words and logos of Alaris Portfolio Companies are trademarks and/or trade names of Alaris. Nothing in these Terms or on the Website shall be construed as granting, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such trademarks or trade names. The names of other companies, products or services referred to on the Website may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Alaris or of third parties is strictly prohibited.
You may not frame this Website or link to this Website without our express permission. If you wish to link to this Website please contact us at 403-221-7305.
Stock Price Information
Alaris does not warrant or guarantee the sequence, accuracy or completeness of any stock price information and is not liable or responsible in any way for delays, inaccuracies, errors or transmission of stock price information. Any and all stock price information provided is not to be relied upon for any trading, business or financial purpose and Alaris and its service providers shall not be liable or responsible to you or any other person in any way for any claims, suits, demands, damages, losses or costs arising from reliance upon this information or incurred as a result of the non-performance, interruption or termination for any reason whatsoever of the stock price information and, should you choose to do so, you engage in such reliance solely at your own risk.
Material contained in or accessible through this Website is for information purposes only and is not intended to and does not constitute an offering of securities in any jurisdiction. Alaris does not assume any duty of disclosure beyond what which is required by applicable law.
Alaris is subject to the securities laws of various jurisdictions. Information disclosed or provided by us pursuant to the securities laws of those jurisdictions is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through, or on this Website. Our publicly filed disclosure documents regarding Alaris can be viewed at www.sedar.com and our publicly filed disclosure documents regarding Alaris' insiders can be viewed at www.sedi.ca.
The information set out in this Website should not be used for the purpose of making investment decisions with respect to Alaris's securities. If you are contemplating trading in Alaris's securities, you should review our publicly filed disclosure documents at www.sedar.com and contact your securities broker or financial advisor.
Alaris’ public communications often include written or oral statements which contain forward-looking information. Statements of this type are included in this corporate website and may be included in our filings with Canadian securities regulators, or in our other communications. Many of these statements can be identified by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues”, or similar words, or the negative of such words. All such statements are made pursuant to the applicable provisions of, and are intended to be forward-looking statements under applicable Canadian securities legislation. Statements containing forward-looking information include, but are not limited to, comments with respect to our objectives and priorities for the current fiscal year and beyond, our growth strategies or future actions, and the results of or outlook for our operations and those of our Private Company Partners (as defined on this website’s “Home” page), or for the Canadian and U.S. economies. See the most recent version of the Corporation’s AIF filed on SEDAR for specific forward-looking statements relating to these comments.
By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. Assumptions about the performance of the Canadian and U.S. economies in the next 12 months and how that will affect our business and our ability to identify and close new opportunities with new Private Company Partners are material factors we considered when setting our strategic priorities and objectives, and our outlook for our business. Key assumptions include, but are not limited to, assumptions that the Canadian and U.S. economies will continue to grow moderately over the next 12 months; that interest rates will remain low for the next 12 to 24 months; that our Private Company Partners will continue to make distributions to Alaris as and when required; that the businesses of our Private Company Partners will continue to grow; that Alaris will experience positive resets to our annual royalties and distributions from our Private Company Partners in the current fiscal year; that tax rates and tax laws will not change significantly in Canada, the U.S. or the Netherlands; that more private companies will require access to alternative sources of capital; and that we will have the ability to raise required equity and/or debt financing on acceptable terms. We have also assumed that capital markets will stabilize and continue to improve and that the Canadian dollar will remain relatively close to the value of par relative to the U.S. dollar. In determining our expectations for economic growth, we primarily consider historical economic data provided by the Canadian and U.S. governments and their agencies.
There is a significant risk that our predictions, forecasts, conclusions or projections will not prove to be accurate, that our assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections. Although we believe that the expectations and assumptions reflected in our forward-looking statements are reasonable, we caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.
The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to those factors listed under the heading “Risk Factors” in the most recent version of the Corporations AIF. We caution that this list of risk factors is not exhaustive. Other factors could adversely affect our results. When relying on forward-looking statements to make decisions with respect to Alaris, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Alaris does not undertake to update any forward-looking statements, whether written or oral, that may be made, from time to time, by the organization or on its behalf, except as required by law.
The terms “EBITDA” and “payout ratio” (the “Non-IFRS Measures”) are financial measures used by Alaris that are not standard measures under International Financial Reporting Standards (“IFRS”). Alaris’ method of calculating the Non-IFRS Measures may differ from the methods used by other issuers. Therefore, the Alaris’ Non-IFRS Measures may not be comparable to similar measures presented by other issuers.
EBITDA refers to net earnings (loss) determined in accordance with IFRS, before depreciation and amortization, net of gain or loss on disposal of capital assets, interest expense and income tax expense. EBITDA is used by Management and many investors to determine the ability of an issuer to generate cash from operations. Management believes EBITDA is a useful supplemental measure from which to determine our ability to generate cash available for debt service, working capital, capital expenditures, income taxes and dividends.
Payout Ratio means dividends paid, divided by cash flow from operating activities before changes in working capital.
These Non-IFRS measures should only be used in conjunction with our annual audited and quarterly reviewed financial statements, complete versions of which are available on SEDAR.
Compliance with Laws
In addition to complying with these Terms, you agree to use the Website, Linked Sites and services available on or through the Website and Linked Sites for lawful purposes only and in a manner consistent with local, national or international laws and regulations. You may not use the Website or Linked Sites in any manner that could damage, disable, overburden, or impair the Website or Linked Sites or interfere with any other party's use or enjoyment of the Website or Linked Sites.
Disclaimers, Limitations of Liability and Indemnification
You understand and agree that:
Use of the Website is at your sole risk. The Website is provided on an "as is", "as available" and "when available" basis. Alaris and its service providers disclaim any and all warranties with respect to the Website, whether express or implied, including without limitation, any warranty of merchantability, satisfaction, fitness for a particular purpose, completeness, accuracy, reliability, quality, timeliness, uninterrupted use, title and non-infringement.
The downloading, reading and review of material from the Website or Linked Sites is done solely at your own risk. Alaris does not guarantee or warrant that such materials are free of viruses or other destructive code or content of any kind. You are responsible for implementing safeguards to protect your computer system and data and you are solely responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of the Website or any Linked Site.
You agree that you will not rely on any opinion or other information set out in the Website or any website accessible through the Website when making business, financial, personal or any other decisions. Alaris and its service providers do not endorse the opinions of any third party expressed on the Website or any website accessible through the Website.
IN NO EVENT SHALL ALARIS BE LIABLE FOR ANY (I) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES, (II) DAMAGES FOR ECONOMIC LOSS, LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF OR DAMAGE TO PROPERTY, OR FAILURE TO REALIZE EXPECTED REVENUES, SAVINGS OR OTHER RESULTS OF ANY KIND, (III) CLAIMS OF THIRD PARTIES, OR (IV) OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE OR ANY LINKED SITE. IN NO EVENT WILL BE CUMULATIVE LIABILITY OF ALARIS AND ITS SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED CDN. $10.00.
THE DISCLAIMER OF GUARANTEES, REPRESENTATIONS, WARRANTIES, CONDITIONS AND LIMITATIONS OF LIABILITY SET OUT HEREIN SHALL APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OR CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ALARIS AND ITS SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, CLAIM OR LIABILITY OR SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS FORESEEABLE.
You agree to indemnify and hold Alaris and its service providers harmless from and against any and all claims, liabilities, damages, demands, losses or expenses (including all legal fees) that Alaris may incur or suffer as a result of your use of this Website or arising out of your breach of these Terms.
Jurisdiction and Governing Law
The laws of the Province of Alberta and any applicable federal laws of Canada shall govern your use of the Website and the interpretation of these Terms. The courts of the Province of Alberta, without regard to their conflicts of laws provisions, shall have exclusive jurisdiction over any dispute arising out of your use of this Website. Regardless of your physical location, residence or domicile, you undertake and agree to commence no action nor make any claim of any kind in any jurisdiction other than the courts of the Province of Alberta and you expressly undertake and agree to not commence or pursue any action by way of class action.
These Terms, any and all other notices, policies and statements contained on the Website constitute the entire agreement between Alaris and you. These Terms cannot be modified except as described elsewhere herein. These Terms supersede anything in the Website or any prior communication with you inconsistent with these Terms. No waiver of any of these Terms, or any term or condition herein, shall be deemed a further or continuing waiver of any such term or condition or any other term or condition. If in any jurisdiction, any part of these Terms is held to be unenforceable by a court of competent jurisdiction, such part of these Terms shall be restricted or eliminated to the minimum extent necessary and the remaining Terms shall otherwise remain in full force and effect.
U.S. Investor Disclosure
Based on its business model and assets, Alaris could be characterized as an investment company as such term is defined in the United States Investment Company Act of 1940 (the “ICA”). Therefore Alaris is prohibited from offering its shares to U.S. persons other than in private placements in reliance on certain exemptive provisions of the ICA and United States Securities Act of 1933, if available. Accordingly, Alaris as a matter of policy will not engage in any public offerings to U.S. persons. Moreover, Alaris has no current intention of engaging in private placements of its securities to U.S. persons. Alaris shares are not traded in the U.S. securities market, and they may be restricted from purchase by U.S. persons in the Canadian securities markets.
Effective date: November 18th, 2008
Personal information means information about an identifiable individual. This does not include information of an aggregate or anonymous nature where a specific individual or individuals cannot be identified, nor does it include business contact information used to contact an individual in their capacity as an employee or official of an organization.
Privacy and this Website
While you should be aware that most web servers do collect some information about visitors, such as the browser and version you are using, your operating system, and your Internet Protocol ("IP") address, which may identify your Internet Service Provider or computer but normally not the person using it, simply visiting our Website does not result in our collecting any personal information from you. If you visit the Website and you permit "cookies", then Alaris only has the means to track your use of the Website and Alaris has no means to determine who you are unless you provide your personal information. (See the documentation provided with your Internet browser for more information on cookies and how to disable them; however, please note that it may not be possible to utilize certain services available through the Website if cookies are rejected.)
While Alaris makes reasonable efforts to maintain the security of personal information in its custody or control, please be advised that the Internet and e-mail are inherently insecure media, and Alaris accepts no liability for the security or privacy of personal information in transit over the Internet.
Alaris may collect, use and disclose aggregate or anonymous information for purposes of analyzing traffic to and within this Website, improving the experience of users of this Website and related business purposes.
It is our policy to collect, use and disclose personal information only with consent of the individual to whom the personal information pertains; however, we reserve our right to do so without consent where required or permitted by law, such as, for example, in course of an investigation or in relation to a legal proceeding. We do not sell personal information to any third party.
By accessing this Website, you confirm your consent to the contents of this Policy. If you do not agree with the contents of this Policy, or to our collection, use or disclosure of personal information as described in this Policy, you should not access this Website.
Unsolicited or Voluntary Personal Information
If you choose to voluntarily submit personal information to us by e-mail, online forms or other means, we will consider that you have done so with your consent for purposes reasonably related to your providing the information. If reasonable to do so, or if you request ongoing provision of information, after our initial response, we may communicate further with you with information that may be useful, but we will include instructions on how to terminate receiving such further information. We may share your personal information with our employees or contractors if reasonable to do so having regard to the purposes for which you have provided us with your information. It is important that any information you provide to us is up to date and accurate; therefore, if you have provided personal information to us, we request that you keep us informed of any changes to your personal information.
Resumes submitted may be reviewed for purposes of consideration of the individual submitting the resume for employment. We accept no obligation to review any resume or reply to any person submitting a resume but may do so if we wish to pursue or consider the possibility of entering into an employment relationship. Resumes received are retained for a reasonable period of time, with consideration given to how long a resume should be retained as a position not open at the time the resume was received may become open subsequently, so resumes may be kept on file with potential employment in mind. We may also retain a resume for as long as required for reasonable legal purposes. When no longer required for reasonable business or legal purposes, resumes will be securely destroyed. For further information you may contact us as provided in this Policy.
Privacy and E-mail Communication with Alaris
We may have in force acceptable use policies with respect to our computers, systems and e-mail received by and sent from Alaris. In order to enforce such policies, we reserve the right, but not the obligation, to intercept and review the contents of e-mail, including any personal information provided by the recipients, authors or originators of e-mail messages. Users of our systems and computers have no expectation of privacy and, by using e-mail as a means of communication with us, you consent to such interception and monitoring.
Access to Information
You may have your contact information removed at any time by asking us to do so from any records or lists which we may use to correspond with you. You may refuse to provide personal information to us. You may also withdraw any consent you have given us at any time, subject to applicable legal or contractual restrictions and reasonable notice. We will advise you of the effect of your withdrawal of any consent you have provided.
You may also ask us about your personal information and notify us of any corrections that may be necessary. We will reply to your request for access to your information in writing. If you wish to have access to any personal information about you that Alaris may have, please send us an e-mail at firstname.lastname@example.org, and we will reply with details of how to make such a request. We do not provide access to personal information by e-mail as, in order to ensure adequate security and confidentiality, we need to verify your identity before granting you access to your information. Your right to access is not absolute and, if we do not provide you will full access to your information, we will advise of what we are not granting and the reasons for that.
Third Party and Other Websites
Please note that the Website may contain links to other websites which are provided as a convenience for visitors to our website only. Any third party websites will have their own privacy policies and practices, and we cannot be responsible for such third parties or their websites.
For further information with respect to our privacy practices, or with respect to inquiries concerning personal information about you in our custody or control, or to update or correct your information, you may contact us at email@example.com.