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Terms and Conditions

GENERAL TERMS APPLICABLE TO ALL EKSiT STRATEGIES WEBSITES

1. General

These terms of use (the “Terms” or “Terms of Use”) govern your access and use of the website, tools and services operated by EKSiT Strategies Inc., or its subsidiaries (individually referred to as a “Website” and collectively referred to as the “Websites”). It is important that you read this carefully because you will be legally bound by these terms. Your access and use the Websites, you signify that you have read, understood, accept and agree to be bound by and comply with the (i) Terms, and (ii) any terms, conditions, legal notices and disclaimers in the footers, content, other pages of the Websites and behind links, buttons or icons on the Websites (the “Additional Terms”). If you do not agree to the terms and conditions of this Agreement in whole or in part, please do not use the Websites.

The Terms and Additional Terms also apply when you use a downloadable application or other technology to access any features, functionality, content and/or information that is made available or provided on the Websites.

All products and services of the EKSiT Strategies Companies that are described, made available or provided on the Websites may be changed or withdrawn at any time without notice and are subject to the terms and conditions of the applicable agreements governing their use in force at the time of the provision of the product or service, in addition to the Terms and Additional Terms. In the event that the Terms or Additional Terms are inconsistent with the terms of any agreement that you or your organization may have with an EKSiT Strategies Company, the terms of that agreement will govern.

The information, material and content provided in the pages of the Websites (the “Information”) is believed to be reliable when posted, but there is no guarantee that it is accurate, complete or current at all times. Without limiting the generality of the foregoing, the Information may include technical inaccuracies or typographical errors, and the EKSiT Strategies Companies and their officers, directors, employees and agents have no obligation to update the Information. The Information or the Websites may be changed, withdrawn or terminated at any time without notice.

Changes may be made to the Terms at any time without notice by updating this posting. You agree to review the Terms regularly, and your continued access or use of the Websites will mean that you agree to any changes.

Any submission by you of an application, instruction or other request is subject to acceptance by the EKSiT Strategies Companies and can be declined by the EKSiT Strategies Companies.

2. Intended for Canada

It is important to note that not all of the products, services and Information made available or provided on the Websites are available in all jurisdictions outside of Canada. In addition, the Information does not constitute an offer or solicitation to buy or sell any currency, securities, investment fund or other product, service or information to anyone person or entity in any jurisdiction.

Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described in the pages of the Websites. If you choose to access the Websites, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use, export or re-export the Information or any copy or adaptation thereof in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.

3. Not offering advice

The Information is for informational purposes only and is not intended to provide specific financial, investment, tax, legal, accounting or other advice to you, and should not be acted or relied upon in that regards without seeking the advice of a professional. Your advisor can help to ensure that your own circumstances have been properly considered and any action is taken on the latest available information.

4. No warranties

EKSiT Strategies Companies provides the Websites and the Information on an “as is, where is” basis and does not make any express or implied warranties, representations, or endorsements with respect to the Websites or the Information, including without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, currency, reliability and fitness for a particular purpose. Further, the EKSiT Strategies Companies do not represent or warrant that the Websites will be available and meet your requirements, that access will be uninterrupted, that there will be no delays, difficulties in use, defects, incompatibility, failures, errors, omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for taking protection and backup of data and/or equipment and for taking reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

5. Intellectual Property

Certain names, words, titles, phrases, logos, icons, graphics, designs, or other content (including copyright-protected content) on the Websites are owned by EKSiT Strategies Companies or by third parties and are used under licence by EKSiT Strategies Companies and/or its subsidiaries. Nothing on these Websites shall be construed as conferring any licence of any intellectual property rights, whether by estoppels, implication or otherwise. The Information is for your personal use, provided such use includes a reference to the respective copyright and/or trademark notice or attribution as denoted on the pages copied. Except when otherwise stipulated, the Information may not otherwise be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written permission of EKSiT Strategies Companies. The Information is protected under the copyright laws of Canada and other countries. Any unauthorized downloading, re-transmission, or other copying or modification of trademarks and/or the contents of the Websites may be a violation of federal or other law that may apply to trademarks and/or copyrights, and such actions could subject the copier to legal action.

6. Electronic Communication

Any unprotected electronic communication over the Internet is, as with communication via other mediums (e.g. cellular phones, post office mail) not secure or confidential, subject to possible interception or loss, and possible alteration. You should not send any confidential, proprietary or sensitive information about you or others via these mediums. EKSiT Strategies Companies are not responsible for and will not be liable to you or anyone else for any damages in connection with an email, text message, comment, post or any other electronic message sent by you to an EKSiT Strategies Company, or an email, text message, comment post or any other electronic message sent by an EKSiT Strategies Company to you.

7. No Endorsements

Any unprotected electronic communication over the Internet is, as with communication via other mediums (e.g. cellular phones, post office mail) not secure or confidential, subject to possible interception or loss, and possible alteration. You should not send any confidential, proprietary or sensitive information about you or others via these mediums. EKSiT Strategies Companies are not responsible for and will not be liable to you or anyone else for any damages in connection with an email, text message, comment, post or any other electronic message sent by you to an EKSiT Strategies Company, or an email, text message, comment post or any other electronic message sent by an EKSiT Strategies Company to you.

8. Limitation of Liability

None of the EKSiT Strategies Companies, their directors, employees, partners, agents, suppliers or affiliates shall be responsible, and will not be liable to you or anyone else, for any damages whatsoever and howsoever caused (including direct, indirect, incidental, special, consequential, exemplary or punitive damages including without limitation, economic loss, loss or damage to electronic media or data, goodwill or other intangible losses) arising out of or in connection with the Websites or the Information, any content obtained from or through or your ability or inability to access or use the Websites or the Information, or any action or decision made by you in reliance on the Websites or the Information, or any errors in or omissions from the Websites or the Information, or any unauthorized use or reproduction of the Websites or the Information, even if an EKSiT Strategies Company has been advised of the possibility of these damages, or the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

9. Links and Software

The Websites may include links to the Websites and other third party websites. Links from or to websites, including links to the Websites, are for convenience only. The EKSiT Strategies Companies do not review or control, and are not responsible for, any websites linked from or to the Websites, the content of those websites, the privacy practices of those websites, the third parties named therein, or their products or services. Linking to any other website is at your sole risk and the EKSiT Strategies Companies will not be responsible or liable for any damages in connection with such linking. In addition, the EKSiT Strategies Companies do not endorse or approve of any websites linked from or to the Websites, except for Websites of EKSiT Strategies Companies.

You may not gather, extract, reproduce and/or display on any other non-EKSiT Strategies Companies website or other online service, any material on or from the Websites, whether or not by the use of spiders or other “screen scraping” software or system used to extract data without the express consent of the EKSiT Strategies Companies.

If you download any software, the EKSiT Strategies Companies are not responsible or liable for any difficulties or consequences associate with downloading such software. The use of any downloaded software is governed by the terms of the applicable license agreement, if any, which accompanies such software or is provided with such software or herein.

The products and services referred to on any EKSiT Strategies Company’s Website are only available in Canada and other jurisdictions where they may be legally offered for sale. The information on this Website should not be construed as an offer by any EKSiT Strategies Company to provide any services in any jurisdiction.

10. Non-assignability of these Terms

You may not assign, sub-licence or otherwise transfer any of your rights under these terms.

11. Use of Information

Any information provided by the products and services available on any EKSiT Strategies Company’s Websites is provided for your general information and is not intended to provide legal, investment, financial, accounting or tax advice. If you require any such advice you should contact such applicable EKSiT Strategies Company or professional and retain them to provide such services. This website may contain opinions, views or recommendations of individuals or organizations. Where present these opinions, views and recommendations are provided for your general interest only, but are not necessarily shared or endorsed by the EKSiT Strategies Companies.

12. Jurisdiction

These Terms shall be governed by and construed and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Subject to any section to the contrary in these Terms the Parties hereby attorn to the jurisdiction of the courts of Ontario with respect to any matter arising under or related to these Terms.

13. Dispute Resolution

All disputes and questions whatsoever which shall arise between the EKSiT Strategies Companies and you in connection with this Agreement, or the construction or application thereof or any provision contained in this Agreement or as to any act, deed or omission of any party as to any other matter in any way relating to this Agreement shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator.

The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice sitting in London, Ontario, upon the application of any of the parties and such judge shall be entitled to act as such arbitrator, if he or she so desires.

Unless otherwise agreed to by the parties, arbitration shall be held in the City of London, Province of Ontario. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator.

The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

14. Miscellaneous

The division of these Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms.

In these Terms, unless the context otherwise requires, any reference to gender shall include both genders and words importing the singular number shall include the plural and vice-versa.

Each of the provisions contained in these Terms is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision.

ADDITIONAL TERMS RELATING TO THE EKSiT STRATEGIES OUTLOOK TOOL

1. General

The “Outlook Tool” means EKSiT Strategies Companies interactive online tool, customizable dashboard, chat system, data management, documents storage, administrative and related systems and technologies as well as the website http://www.eksitoutlook.com and all software, applications, data, text, images and other content made available in relation to the Outlook Tool. Any modifications to the Outlook Tool are also subject to these Terms. EKSiT Strategies Companies reserve the right to modify or discontinue the Outlook Tool or any feature or functionality thereof at any time without notice. All rights, title and interest in and to the Outlook Tool will remain with and belong exclusively to the EKSiT Strategies Companies.

2. Subscription

Some parts of the Outlook Tool are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) Billing cycles are set on a regular basis, typically yearly or every five (5) years.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or the EKSiT Strategies Companies cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting the EKSiT Strategies Companies customer support team.

3. Payment Method

Valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide the EKSiT Strategies Companies or its third-party payment processor, with accurate and complete billing information including full name, address, province, postal code, and valid payment method information. By submitting such payment information, you automatically authorize the EKSiT Strategies Companies to charge Subscription fees incurred through your account to any such payment instruments. All amounts paid are non-refundable. You further agree to be responsible for all taxes associated with Outlook Tool, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in Canadian dollars.

4. Promotions and Trials

The EKSiT Strategies Companies may, at their sole discretion, offer a Subscription with promotional prices or trial periods for a limited time. You may be required to enter your billing information in order to sign up for these promotional or trial periods. If you do enter your billing information you will be charged at such promotional or trial rate and unless you cancel your Subscription prior to the subscription period you will be automatically charged such applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, the EKSiT Strategies Companies reserve the right to (i) modify the terms and conditions of any promotional or trial offers, or (ii) cancel such promotional or trial offers.

5. Change in Fees

The EKSiT Strategies Companies may, at their sole discretion, offer a Subscription with promotional prices or trial periods for a limited time. You may be required to enter your billing information in order to sign up for these promotional or trial periods. If you do enter your billing information you will be charged at such promotional or trial rate and unless you cancel your Subscription prior to the subscription period you will be automatically charged such applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, the EKSiT Strategies Companies reserve the right to (i) modify the terms and conditions of any promotional or trial offers, or (ii) cancel such promotional or trial offers.

6. Refunds

While all amounts are paid are non-refundable, certain refund request for Subscriptions may be considered by the EKSiT Strategies Companies on a case-by-case basis and granted at the sole discretion of the EKSiT Strategies Companies.

7. Accuracy of Information

When you create an account in relation to the Outlook Tool you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these terms.

8. Safeguarding your account

You are responsible for safeguarding the password that you use to access the Outlook Tool and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use a username that is the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

9. Rights to your data

“Your Data” means any data and content which you upload, store, retrieve, or otherwise make available through the Outlook Tool. You retain all rights to Your Data. You agree to grant the EKSiT Strategies Companies a license to store, retrieve, backup, restore, manipulate and otherwise copy Your Data in order to utilize the Outlook Tool.

10. Termination

You are entitled to cease using Outlook Tool at any time and for any reason without notice to us, but you will continue to be charged for the Subscription until you cancel your account either through the account or by contacting us. The EKSiT Strategies Companies reserve the right to terminate accounts for violation of these Terms. The EKSiT Strategies Companies may provide you notice prior to termination of your account that you are in breach of these Terms or are using the Outlook Tool in such a way that can cause or has caused a risk of harm or loss to either the EKSiT Strategies Companies or our other customers. Such notice will be delivered via email to such email address as associated with account at the time of such notice. If there is a breach of these terms that could immediately and seriously endanger the EKSiT Strategies Companies and/or other users or the EKSiT Strategies Companies is unable to notify due to law there will be no advance notification of the termination. If permitted by law the EKSiT Strategies Companies will work with you to recover copies of data that you provided.