POCKETED DATABASE TERMS OF USE
Version : March 7, 2025
These Terms of Use and any attachments hereto, collectively the “Terms of Use” and all as amended from time to time, form an agreement between Deloitte LLP (“Deloitte”) and the user (“User ”) accessing, downloading or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Pocketed Database (the “Database”). These Terms of Use apply to the use and access to this Database at any time by User. Each of Deloitte and User shall individually be referred to as a “Party” and jointly as the “Parties”.
These Terms of Use sets forth the terms and conditions that govern the provision and use of the Database.
BY USING THE DATABASE (INCLUDING THE WEBSITE), USER ACKNOWLEDGES THAT USER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME. IF USER ACCESSES THE DATABASE THE USER IS DEEMED TO BE BOUND BY THESE TERMS OF USE. USER. IF USER IS USING THE DATABASE ON BEHALF OF ANOTHER PERSON, USER HEREBY REPRESENTS AND WARRANTS THAT THE USER HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF USE.
THE DATABASE MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
DELOITTE’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE DATABASE, EXCEPT WITH DELOITTE’S PRIOR WRITTEN CONSENT.
Disclaimers: User acknowledges and understands that Deloitte is not affiliated with or owned by any granting entity, including the Government of Canada, the Trade Commissioner Service, federal or provincial governments, or any other government agency. The Database is provided separately from, and are unrelated to, any services that may be provided by the Government of Canada. Users should always conduct their own research and due diligence on the granting entity before applying for or accepting any grant. The Database is not to be used as a document archive or storage facility and the User acknowledges and will ensure that it is solely responsible for maintaining, archiving, downloading, extracting, retaining and backing up their own data and records in an environment separate from the Database. The retention by Deloitte of any User Data should not be construed as Deloitte performing a management responsibility for storing data or managing (directly or indirectly) the hosting of data or records on behalf of the User. Deloitte reserves the right to return, remove, or delete any User Data or require User to remove any portion of such content. Access to the Database does not constitute the provision of any service by Deloitte to the Users. Users are solely responsible for providing accurate and complete information required to obtain data on available funding. Deloitte has no responsibility for the accuracy or completeness of information provided by Users. Users acknowledge that the information obtained from this Database shall not be included or incorporated by reference in a filing with the U.S. Securities and Exchange Commission, or be used as a basis for a report to be filed with the U.S. Securities and Exchange Commission.
1. Use
(a) Use of the Database
Subject to compliance with these Terms of Use, Deloitte will make the Database available to Permitted Users on the terms and conditions set out in these Terms of Use.
(b) Restrictons on Use.
User will not itself, and will not permit others to:
(i) sub-license, sell, rent, lend, lease or distribute the Database or any Intellectual Property Rights therein, or otherwise make the Database available to others other than Permitted Users;
(ii) use the Database to permit timesharing or service bureau use;
(iii) commercially exploit the Database for others;
(iv) use or access the Database:
(A) in violation of any applicable law;
(B) in a manner that threatens the security or functionality of the Database or
(C) for any purpose or in any manner not expressly permitted in these Terms of Use;
(v) use the Database to create, collect, transmit, store, use or process any User Data:
(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
(B) that User does not have the lawful right to create, collect, transmit, store, use or process; or
(C) that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
(vi) Modify the Database;
(vii) reverse engineer, decompile or disassemble the Database;
(viii) remove or obscure any proprietary notices or labels on the Database, including brand, copyright, trademark and patent or patent pending notices;
(ix) access or use the Database for the purpose of building a similar or competitive product or service;
(x) perform any vulnerability, penetration or similar testing of the Database; or
(xi) use the Database for any purpose or in any manner not expressly permitted in these Terms of Use.
(c) Permitted Purpose.
User may access and use the Database solely for informational purposes.
(d) Geographic Restrictions.
Customer may access and use the Database only in Canada and United States.
(e) Suspension of Access; Scheduled Downtime; Modifications.
Deloitte may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity:
(i) suspend Users’s access to or use of the Database or any component thereof:
(A) if any Permitted User violates any provision of these Terms of Use;
(B) for scheduled maintenance;
(C) due to a Force Majeure;
(D) to address any emergency security concerns;
(E) if required to do so by a regulatory body or as a result of a change in applicable law; or
(F) for any other reason as provided in these Terms of Use.
(ii) Modify the use.
User is required to accept all patches, bug fixes and updates made by or on behalf of Deloitte to the Database.
(f) Subcontracting.
Pocketed may engage third parties to assist it in providing the Database.
2. User Accounts
(a) In order for User to access and use the Database, Deloitte will issue one account (the “User Account”) to User for use by User and all individuals who are employees or contractors of User that User wishes to have access to and use of the Database (each, a “Permitted User”).
(b) The User is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the Database in compliance with these Terms of Use. The User will ensure that Permitted Users only use the Database through the User Account. User will not allow any Permitted User to share the User Account with any other person. User will promptly notify Deloitte of any actual or suspected unauthorized use of the Database. Deloitte reserves the right to suspend, deactivate, or replace the User Account if it determines that the User Account may have been used for an unauthorized purpose.
3. Ownership; Reservation of Rights
(a) The User retains all ownership and Intellectual Property Rights in and to User Data. User grants to Deloitte, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to a access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display User Data to:
(i) provide access to the Database;
(ii) improve and enhance the Database; and
(iii) produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).
Deloitte may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to User of any kind. As between Deloitte and User , all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Deloitte.
(b) Deloitte or its licensors retain all ownership and Intellectual Property Rights in and to:
(i) the Database;
(ii) all other Deloitte Confidential Information, including but not limited to, any reports generated from the Database or any Aggregated Data;
(iii) any Modifications to the foregoing (i) and (ii) (collectively “Deloitte Property”).
(c) User grants to Deloitte and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Database, any suggestion, enhancement request, recommendation, correction or other feedback provided by User or Permitted Users relating to the operation of Database (“Feedback”). Nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the User or Permitted Users and without any obligation to the User or any Permitted User. Pocketed is not obligated to use any Feedback.
(d) All rights not expressly granted by Deloitte to User under these Terms of Use are reserved.
4. Privacy
Deloitte’s collection, use, storage, processing, disclosure and deletion of Personal Information will be treated in accordance with the Deloitte’s privacy statement located at https://hellopocketed.io/privacy-policy or such other place as may be updated by Deloitte from time to time (the “Privacy Policy”). Deloitte shall treat all such Personal Information in accordance with privacy and data protection laws applicable to Deloitte.
5. Confidential Information
For the purposes of these Terms of Use, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Term of Use, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is User includes User Data; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
6.Warranty and Disclaimer
(a) User Warranty.
User represents and warrants to and covenants with Deloitte that the User Data will only contain Personal Information in respect of which User has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Deloitte to access the Database, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Deloitte and to or from all applicable third parties.
(b) GENERAL DISCLAIMER.
POCKETED DOES NOT WARRANT THAT ACCESS TO THE DATABASE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DATABASE. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, THE DATABASE (OR ANY PART THEREOF) PROVIDED BY DELOITTE TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DELOITTE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DELOITTE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE DATABASE (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.
(c) NO GUARANTEE OF RESULTS.
USER ACKNOWLEDGES AND AGREES THAT THE DATABASE IS PROVIDED FOR INFORMATION PURPOSES ONLY. ANY DECISION MADE AROUND GRANT FUNDING OR NON-DILUTIVE FUNDING IS MADE AT THE DISCRETION OF THE GRANTING ENTITY. DELOITTE DOES NOT GUARANTEE THE ACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES. THE DATABASE IS NOT DESIGNED TO BE THE BASIS OF ANY DECISIONS BEFORE CUSTOMER RECEIVES CONFIRMATION ON FUNDING FROM THE GRANTING ENTITY. USER IS RESPONSIBLE FOR ALL GRANT AND FUNDING APPLICATIONS AND SHOULD CONFIRM THE ACCURACY OF ANY SUCH SUBMISSIONS.
7. User Indemnity
The User will defend, indemnify and hold harmless Deloitte , and its officers, directors, partners, employees and agents (each, a “Deloitte Indemnitee”) from and against any and all Losses incurred by a Deloitte Indemnitee arising out of or relating to any Action by a third party (other than an Affiliate of a Deloitte Indemnitee) that arise from or relate to: (i) User Data; (ii) User’s breach of any of User’s obligations, representations, warranties or covenants under these Terms of Use; (iii) unauthorized use of the Database by the User or any Permitted User; or (iv) use of the Database (or any part thereof) by User or any Permitted User in combination with any third party software, application or service. User will fully cooperate with Deloitte in the defense of any claim defended by User pursuant to its indemnification obligations under these Terms of Use and will not settle any such claim without the prior written consent of Deloitte. Deloitte will promptly notify the User in writing of any Action for which Pocketed believes it is entitled to be indemnified pursuant to this Section 8.
8. Limitation of Liabilities
a) AMOUNT.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF DELOITTE IN CONNECTION WITH OR UNDER THESE TERMS OF USE , WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF $1,000. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DELOITTE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
(b) TYPE.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DELOITTE BE LIABLE TO USER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (I) SAVINGS, (II) PROFIT, (III) DATA, (IV) USE, OR (V) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
9. Suspension and Termination
(a) Termination and Suspension.
Permitted Users’ access to the Database may be suspended or terminated by Deloitte at any time at Deloitte’s sole discretion and without notice to Permitted Users.
(b) Survival.
The following Sections will survive expiration or termination of these Terms of Use for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 5 (Confidential Information), Section 6 (Warranty and Disclaimer), Section 7 (Indemnities), Section 8 (Limitation of Liabilities), Section 9(d) (Survival), and Section 10 (General Provisions).
10. General Provisions
a) Governing Law and Attornment.
These Terms of Use and any action related thereto will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with these Terms if Use in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. 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 Deloitte from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
(b) Export Restrictions.
User will comply with all export laws and regulations that may apply to its access to or use of the Database. Pocketed makes no representation or warranty that the Database may be exported without User first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
(c) Construction.
Except as otherwise provided in these Terms of Use, the Parties’ rights and remedies under these Terms of Use are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
(d) Force Majeure.
Deloitte will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
(e) Severability.
Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed and all other provisions of these Terms of Use will remain in full force and effect.
(f) Waiver.
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.
(g) Independent Contractors.
Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
(h) Entire Agreement.
These Terms of Use constitute the entire agreement between the Parties with respect to the subject matter of these Terms of Use and supersede any prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
(i) Amendments.
DELOITTE MAY UNILATERALLY AMEND THESE TERMS IF USE , IN WHOLE OR IN PART (EACH, AN “AMENDMENT”) AT ANY TIME.
(j) English Language.
It is the express wish of the Parties that this Agreement 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 raPachent soient rédigés en anglais.
11.Definitions
(a) “User Data” means any data, information, content, records, and files that User or any Permitted User loads or enters into, transmits to, or makes available to the Database , including but not limited to Personal Information, excluding Aggregated Data and any other Deloitte Property.
(b) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
(c) “Licensed Third Party Technology” means third party technology that is licensed under separate license terms.
(d) “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
(e) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
(f) “Personal Information” means information about an identifiable individual provided by User under these Terms of Use.
(g) “Database ” means: (i) the database through which Deloitte hosts and makes available the database and (ii) any component or Modification of the database referred to in (i).
(l) “Website” means any websites used by Deloitte to provide the Database, including the websites located at https://hellopocketed.io/
