Terms of Use - Axia Real Assets

Terms of Use

Visiting the Website

Welcome to the website (the “Website”) of Axia Real Assets, its affiliates and managed investments (referred to herein, collectively, as “Axia”). The Terms of Use form an agreement between Axia and users of the Website (“you”), and Axia asks that you read them carefully. By accessing or otherwise using the Website, you accept and agree to be bound, without qualification, by the Terms of Use. If you are entering into these Terms of Use on behalf of a company or other legal entity (including your employer), you represent that you have the authority to bind the entity, and in such case the terms “you”, “your”, and “yours” will include the entity. If you do not agree to these Terms of Use, please do not use the Website.

Axia’s failure to insist upon or enforce strict performance of any provision of the Terms of Use will not be construed as a waiver of any provision or rights it may have under the Terms of Use.

In these Terms of Use, the word “including” and its derivatives means “including without limitation”, and the word “use” and its derivatives includes accessing.

Changes to the Terms of Use and the Website

Axia may at any time, without notice, revise the Terms of Use, effective when posted, and/or change any aspect of the Website, without any liability to you. By continuing to use the Website, you agree to be bound by such revisions to the Terms of Use and agree to periodically revisit this page to review the current version of the Terms of Use, as modified from time to time. If you do not agree to the Terms of Use, please do not use the Website.

Use of the Website

The Website, including any web pages, text, images, sounds, software, information in all forms, text, logos, graphics, icons, lay-out, and other data, elements, or information contained in the Website (the “Content”), is provided for general informational purposes only. You may view and print out web pages from the Website for personal, informational, and non- commercial use but may not otherwise copy, reproduce, modify, collect, republish, distribute, or catalogue any of the Content, without Axia’s consent. Except as expressly permitted by Axia, you may not use the Website or the Content for any commercial purposes whatsoever.

You agree to keep any passwords granted to you by Axia for use of the Website confidential and to take full responsibility for use of such passwords (whether or not the use is authorized by you). You must contact Axia right away if you are aware of or suspect misuse of your password or account, or any security breach of the Website.

Submissions to the Website

All questions, comments, suggestions and other communications provided by you regarding the Content or any Axia document will be deemed to be non-confidential and Axia will have no obligation of any kind with respect to any such communication, and will be free to reproduce, use disclose and distribute such communication or otherwise, without limitation. Furthermore, Axia will be free to use any ideas, concepts, techniques, or know-how contained in any such communication for any purpose.

Prohibited Use of the Website

You may not use the Website to engage in any unlawful activity or to infringe the rights of Axia, its partners, affiliates, licensors, or related entities. You further agree that you will not and you will not allow your employees or agents to: (i) interfere with the operation of the Website, in any way or interfere with anyone's use or enjoyment of the Website, or use the Website to gain unauthorized access to any computer systems; (ii) transmit any unlawful, harassing, libelous, defamatory, abusive, threatening, or harmful material of any kind or nature or transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, provincial, state, national or international law or regulation; (iii) impersonate any person or entity on or through the Website; (iv) post any content that may be considered threatening, abusive, vulgar, obscene, or otherwise objectionable; or (v) copy, reproduce, republish, upload, post, transmit, distribute, modify, sell, lease, scrape content from or aggregate, sublicense, market, or otherwise change or commercially exploit in any way the Website or any of the Content other than as may be expressly permitted in writing by Axia (and only provided you do not modify it or alter or remove any marks, disclaimers or copyright or trade-mark notices) or as permitted pursuant to any fair use, fair dealing, or similar provisions of applicable laws. You agree to abide by all additional rules, policies, and restrictions of which you are provided with notice that apply to the Website.

Use of Personal Information

Axia collects, uses, and discloses your personal information in accordance with its Privacy Policy (the “Privacy Policy”). The Privacy Policy is incorporated into these Terms of Use and is available at https://axiarealassets.wip.webdept.ca/privacy-policy. By using the Website, you consent to the collection, use and disclosure of your personal information in accordance with the then-current version of the Privacy Policy.

Monitoring Use of the Website

Axia may monitor the Website but is under no obligation to do so. You hereby waive any expectation of privacy in such information and activity. Your waiver of rights in all such monitoring does not apply to personally identifiable information which is handled by Axia in accordance with the Privacy Policy.

Axia’s Proprietary Rights

Copyright: The Content is the exclusive property of Axia or, as applicable, its suppliers and partners and is protected under the copyright laws of Canada and other countries. All rights are reserved. Any infringement of Axia’s rights will result in appropriate legal action.

Trademarks: Axia’s trademarks are valuable assets and Axia takes infringement of them seriously. All names, marks, brands, titles, slogans, logos, icons, graphics, trade dress or trade names, designs and other designations within the Website are registered and unregistered trademarks of Axia and other parties ("Trade-marks”) in Canada and other countries. Nothing contained on the Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of Axia or the applicable Trademark owner. Use of any Trademark or the Content by you is strictly prohibited, and will result in appropriate legal action.

Confidentiality

The internet is not a secure means of communication and the privacy, integrity or authenticity of any communication over the internet between you and Axia cannot be ensured. Axia is not responsible for any damages you may suffer if you communicate confidential information over the internet or if Axia communicates such information to you at your request.

No Warranties

Information provided on the Website by Axia is believed to be reliable when posted.

HOWEVER, AXIA DOES NOT GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION PROVIDED. INFORMATION CONTAINED ON THE WEBSITE MAY CONTAIN ERRORS. ACCESS TO THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS. YOU SHOULD NOT ASSUME THAT YOUR USE OF THE WEBSITE WILL BE ERROR FREE OR THAT THE WEBSITE WILL OPERATE WITHOUT INTERRUPTION.

AXIA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS REGARDING USE OF THE WEBSITE OR THE INFORMATION PROVIDED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

No Warranties

AXIA IS NOT RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY BUSINESS INTERRUPTION, LOSS OF USE, LOST DATA, LOST PROFITS OR OTHER PECUNIARY LOSS WHATSOEVER AND HOWSOEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR MISUSE OF THE WEBSITE OR IN RELIANCE ON THE INFORMATION AVAILABLE ON THE WEBSITE, INCLUDING ANY BUSINESS INTERRUPTION, LOSS OF USE, LOST DATA, LOST PROFITS OR ANY OTHER PECUNIARY LOSS, WHETHER IN AN ACTION OF CONTRACT, CIVIL LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AXIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.

AXIA’S LIABILITY WILL BE LIMITED TO DIRECT DAMAGES AND IN NO EVENT WILL AXIA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR MISUSE OF THE WEBSITE, OR IN RELIANCE ON THE INFORMATION AVAILABLE ON THE WEBSITE EXCEED $5 CANADIAN.

Indemnity

You hereby agree to indemnify, defend and hold harmless Axia and the partners, members, shareholders, officers, directors, employees, consultants, lawyers and agents of Axia, from any and all third-party claims, liability, damages or costs they incur arising as a result of your misuse of the Website, your violation of the Terms of Use, or your infringement of any intellectual property or other right of Axia or any person or entity.

Viruses

Neither Axia, nor any of its partners, suppliers or affiliates assume responsibility and will not be liable for any damages to or viruses that may infect your computer equipment or other property as a result of your use of the Website or your downloading of any of the Content from the Website.

Governing Law

By accessing the Website, you agree that the laws of the Province of Ontario and the federal laws applicable in the Province of Ontario will govern the Terms of Use and apply to any issue that might arise regarding this Website, excluding rules of private international law that lead to the application of the laws of any other jurisdiction, and that such dispute will be settled or adjudicated in the superior courts in Toronto, Ontario. Access to the Website from locations where the Content is illegal is prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all laws applicable in your jurisdiction.

Right to Terminate Access

If you breach any provision of the Terms of Use, you may no longer access or use the Website or the Content. Axia, in its sole discretion, may terminate your right to use the Website or the Content at any time, for any reason, without any notice to you and without any liability to you or any other person. If Axia terminates your right to use the Website, the Terms of Use will nevertheless continue to apply and be binding upon you in respect of your use of the Website prior to the termination of your right to use the Website, any of the Content obtained by you from the Website, and anything connected with, relating to or arising from those matters.

Axia Does Not Endorse or Recommend Particular Businesses or Services

The information provided on the Website, including any of the Content, is for information and reference only. Axia does not endorse or recommend any third party’s facility, business or event identified on the Website or make any representations or warranties as to their reliability, financial condition or suitability for a particular purpose.

Dealing with Third Parties

Any correspondence or business dealings with any third parties including merchants, other users, sellers, or advertisers found on, or through, the Website is solely between you and such parties. Axia is not responsible for any damages you may suffer by entering into such transactions including the payment for and delivery of goods if any, and any terms, conditions, warranties, or representations associated with such dealings. You and the third party, not Axia, are responsible for compliance with all laws applicable in any such transaction.

Links to Other Sites

From time to time the Website may facilitate access by hypertext links to other websites not maintained by or related to Axia (the “Third Party Websites”). The Third Party Websites are entirely independent of the Website and will not in any manner be construed as implying any affiliation with or endorsement, representation or warranty by Axia of the Third Party Websites or entity or the content, advertising, products, services, information, materials, opinions or links to other sites on or available on the Third Party Websites (the “Third Party Content”). Axia does not review or monitor the Third Party Websites and is not responsible or liable for any of the Third Party Content. You further acknowledge and agree that Axia will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the Third Party Websites or the Third Party Content. The reproduction and use of any content linked to the Third Party Websites is subject to the conditions that the owners of the Third Party Websites may impose, and is at your own risk. You are encouraged and advised to review the posted terms and conditions of all websites you visit.

No Contract or Offer

No part of the Website should be taken to constitute an offer or solicitation to buy or sell products or services. Except for your agreement to abide by the Terms of Use, use of the Website does not create any contract or agreement between you and Axia, or any obligation of Axia to you.

No Contract or Offer

Any properties included on this Website (the “Properties”) are those that are managed by Axia and may include additional leasing considerations such as, potential expansion, renovation or upgrades, shadow anchors, and other factors. This information may differ from the material disclosed by the owners of the Properties in their respective financial filings, and/or continuous public disclosure documentation. Accordingly, the information contained on this Website should not be used to conduct any financial analysis of Axia or any of its affiliates.

Caution about Forward-looking Statements

This Website may contain forward-looking information within the meaning of applicable securities laws. These statements may include, but are not limited to, statements concerning Axia’s objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical fact.

These statements are based upon what management believes are reasonable assumptions. Axia assumes no obligation to update such forward-looking statements on this Website, and these statements are subject to risks, uncertainties and other factors that could cause actual results to materially differ.

Entire Agreement

These Terms of Use, including the Privacy Policy, constitute the entire agreement between you and Axia with respect to the Website, the Content, and any information obtained through the Website by communication with Axia’s personnel, which agreement supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, with respect to the Website