Terms & Conditions

1. About these Terms

These Terms & Conditions of Use (“Terms“) govern your access to and use of proactivedigital.solutions and any other websites, content, tools, applications and services we make available under the Proactive Digital Solutions brand (together, the “Services” and the “Content” published through them).

“Proactive Digital Solutions” is a trading name used by the following companies in the Proactive Group Holdings Inc. group:

• Proactive Group Holdings Inc. (Canada / United States) — Adnet Communications is also a trading name of Proactive Group Holdings Inc.
• Brighter IR Ltd (United Kingdom / EU)
• IRM Pty Ltd (Australia / New Zealand)

References in these Terms to “Proactive Digital Solutions“, “we“, “us” and “our” mean the entity in the group with which you (or your employer) have a contractual relationship, or, if none, the entity that operates the Service in your region.

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

2. Who may use the Services

The Services are intended for business users — including investor relations, corporate communications and capital markets professionals at publicly listed companies, their advisers and institutional investors. You confirm that you are accessing the Services in a professional or business capacity and have the authority to bind any organisation on whose behalf you are acting.

3. Intellectual property and permitted use

All content available through the Services — including text, graphics, logos, images, video, audio, software, data, layouts and the look and feel of our websites (the “Content“) — is owned by Proactive Digital Solutions, our group companies, our licensors or our suppliers, and is protected by copyright, trade mark and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and view the Content for your own internal business or personal informational use.

You must not, without our prior written consent:

• copy, reproduce, republish, upload, post, transmit, distribute, sell or commercially exploit any of the Content;
• cache, frame, scrape, harvest, mirror or systematically extract or collect any part of the Content or the Services for commercial gain or otherwise;
• use any robot, spider, crawler or other automated means to access the Services or to collect information from them;
• use the Services in any way that interferes with their normal operation or with any other user’s use of them;
• attempt to gain unauthorised access to any part of the Services, our systems, or any account, computer system or network connected to them;
• reverse-engineer, decompile or disassemble any software made available through the Services;
• remove or alter any copyright, trade mark or other proprietary notice; or
• link to any page of the Services in a way that suggests any form of association, approval or endorsement on our part where none exists.

We may take action — including injunctive proceedings — to enforce our and our licensors’ rights if you breach this clause.

4. Trade marks

“Proactive Digital Solutions”, “Proactive”, “Brighter IR”, “IRM”, “Adnet” and our logos are trade marks of Proactive Group Holdings Inc. or its group companies. All other trade marks referenced in the Services are the property of their respective owners. Nothing in the Services grants you any licence to use any trade mark.

5. Information only — not advice

The Content is provided for general information and use only. It is not intended to address your particular circumstances and does not constitute investment, financial, legal, tax, accounting or other professional advice, recommendation or arrangement by Proactive Digital Solutions.

You acknowledge and agree that:

• you are responsible for your own investment research and decisions;
• you should obtain appropriate independent professional advice before making (or refraining from making) any investment, financial or other decision;
• prices and values of investments may go down as well as up, and you may get back less than you invested; and
• past performance is not a reliable indicator of future performance.

Any arrangements made between you and any third party named in the Content (including any client of ours whose investor relations content is hosted, distributed or syndicated through the Services) are at your sole risk and responsibility.

6. Client and third-party content

Some of the Content is provided by, or relates to, our clients (for example, listed companies for whom we operate investor relations websites or distribute content) or by third-party data providers. Although we take reasonable steps to ensure the integrity of the Services, we do not endorse, verify or guarantee the accuracy, completeness or timeliness of any client- or third-party-supplied information, and we are not responsible for it. Any views or statements expressed in client or third-party content are those of the relevant author and not of Proactive Digital Solutions.

7. Third-party links

The Services may contain links to third-party websites and resources operated by parties other than us. We provide those links for convenience only. We do not control those sites and are not responsible for their content, products, services or privacy practices. Your use of any third-party site is at your own risk and is subject to its own terms and policies.

8. Availability and changes to the Services

We may modify, suspend or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any such modification, suspension or discontinuation. We do not guarantee that the Services will be available continuously, error-free or secure.

9. Disclaimers and warranties

To the maximum extent permitted by law, the Services and the Content are provided “as is” and “as available” without warranties of any kind, express or implied. Without limiting the generality of the foregoing, we and our suppliers do not warrant that:

• the Content is accurate, complete, current, reliable or fit for any particular purpose;
• the Services will be uninterrupted, timely, secure or error-free;
• any errors in the Services will be corrected; or
• the Services or any servers that make them available are free of viruses or other harmful components.

Nothing in these Terms excludes or limits any guarantees, warranties, conditions, rights or remedies that cannot be excluded or limited under applicable consumer protection or other law (including, in Australia, under the Australian Consumer Law). Where such laws apply and a guarantee, condition or warranty is implied that cannot be excluded, our liability is limited (where the law permits) to re-supplying the Services or paying the cost of having them re-supplied.

10. Limitation of liability

To the maximum extent permitted by law, neither Proactive Digital Solutions nor any of our suppliers, licensors, group companies, directors, officers, employees or agents will be liable to you (whether in contract, tort (including negligence), under statute or otherwise) for:

• any indirect, special, incidental, consequential, exemplary or punitive damages;
• any loss of profits, revenue, goodwill, business, contracts, anticipated savings or opportunity; or
• any loss or corruption of data,

arising out of or in connection with your use of, or inability to use, the Services or the Content, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services and these Terms — whether in contract, tort or otherwise — is limited to the greater of (a) the amount (if any) paid by you to us for use of the Services in the twelve (12) months preceding the event giving rise to the claim and (b) one hundred Canadian dollars (CAD $100).

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded — including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or under any non-excludable consumer protection law.

11. Indemnity

To the maximum extent permitted by law, you agree to indemnify and hold harmless Proactive Digital Solutions, our group companies and our respective directors, officers, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in breach of these Terms; (b) your breach of any applicable law; or (c) your infringement of any rights of any third party.

12. Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy & Cookies Policy, which forms part of these Terms.

13. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date at the top of this page tells you when they were most recently revised. If we make material changes, we will take reasonable steps to bring them to your attention. Your continued use of the Services after the changes take effect means you accept the updated Terms.

14. Governing law and jurisdiction

The governing law and the courts that will hear disputes about these Terms depend on the entity in our group that is providing the Services to you:

• Proactive Group Holdings Inc. (Canada / United States) — these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, and you submit to the non-exclusive jurisdiction of the courts of Ontario.
• Brighter IR Ltd (United Kingdom / EU) — these Terms are governed by the laws of England and Wales, and you submit to the non-exclusive jurisdiction of the courts of England and Wales.
• IRM Pty Ltd (Australia / New Zealand) — these Terms are governed by the laws of New South Wales, Australia, and you submit to the non-exclusive jurisdiction of the courts of New South Wales.

Where you are a consumer (as opposed to a business user), nothing in this clause deprives you of the protection of any mandatory laws of the country in which you live.

15. General

• Entire agreement. These Terms (together with our Privacy & Cookies Policy and any other terms we expressly incorporate by reference, including the terms of any separate written agreement you have with us) constitute the entire agreement between you and us regarding your use of the Services.
• No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force.
• Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, restructuring or sale of all or part of our business.
• No third-party rights. Except as expressly stated, these Terms do not give any third party any right to enforce any of their provisions.

16. Contact us

Canada / United States — Proactive Group Holdings Inc. Email: hello@proactivedigital.solutions Post: 100 King Street West, Suite 7210, Toronto, ON M5X 1E1, Canada

United Kingdom / EU — Brighter IR Ltd Email: hello@proactivedigital.solutions Post: 95 Southwark Street, London SE1 0HX, United Kingdom Telephone: +44 (0)207 264 3926

Australia / New Zealand — IRM Pty Ltd Email: hello@proactivedigital.solutions Post: Level 11, 66 Clarence Street, Sydney, NSW 2000, Australia