Online Account Services Agreement (the "Agreement")

By accessing this website and/or using the Services, you agree to be bound by the terms of this Agreement. If you do not agree with the terms of this Agreement do not access this website or use the Services.

Definitions

"Access Device" means any device you use to access the Services, including, but not limited to telephone, cellular or portable telephone, personal computer, intelligent terminal, similar or other device.

"Knight Bain " means Knight Bain Private Counsel and its affiliates.

"Information Provider" means any entity providing Knight Bain, either directly or indirectly, with the securities or market data or information, including, but not limited to, various securities markets such as stock exchanges and business and financial news reporters and analysts and their respective affiliates.

"Quotation" means any request through the Services for stock, option, index, mutual fund or other security or market quotations, including bid/ask/last price/changes.

"Services" means:

• access to Quotations, securities and market data, or other information using the website or other on-line or internet connection, including without limitation, the information services provided in connection with this Agreement (collectively the "Information");
• the facility to send communications using the website or other similar on-line or internet connection to Knight Bain.

"Website" means the Internet website(s) by which Knight Bain delivers the Services or information about the Services, and currently includes the following URL: www.knightbain.com.

Services Access

You access the Services through an Access Device depending on the Services accessed.

Security

You will not access or attempt to access, nor permit any person to access or attempt to access, any restricted areas of any computer or telecommunications system of Knight Bain, its associates, suppliers or Information Providers. You will not perform, nor will you permit any person to perform, any functions not authorized under this Agreement.

No Advice

The information provided on this website is intended for informational purposes only and is not intended to constitute financial, accounting, legal or tax advice. Many factors unknown to Knight Bain may affect the applicability of any information on this website to you. You should consult directly with a Knight Bain professional or your other advisers before acting on any information on this website.

No Solicitation

Nothing on this website constitutes a solicitation or offer by Knight Bain to buy or sell products or services of any kind whatsoever including without limitation securities or any other financial instrument of any issuer.

Hyperlinks Are Not Endorsements

Links to other websites or references to products, services or publications other than those of Knight Bain on this website do not imply the endorsement or approval of such websites, products, services or publications by Knight Bain. Knight Bain makes no representations or warranties with respect to, and is not responsible or liable for, these website products, services or publications.

Information Sources and Information Providers

The information on this website originates from various Information Providers. While Knight Bain believes these sources to be reliable, neither Knight Bain nor the Information Providers guarantee the timeliness, sequence, accuracy or completeness of any information. You acknowledge that the information may include views, opinions, and recommendations of individuals or organizations that may be of interest to investors generally, but that neither Knight Bain nor the Information Providers endorse such views or opinions, or give investment, tax, accounting or legal advice, or recommend the purchase or sale of any security. Knight Bain does not control the content, format, currency or any other aspect or variable relating to any of the information. Unless otherwise indicated, stock quotes are delayed at least 20 minutes. Your actual receipt of quotes may be affected by delays in transmission over the Internet, and by other causes. Continued availability of the information at the stated prices or at all cannot be assured. As well, the length of delay for information may increase at any time without notice.

The Information Providers have legal rights in relation to the information provided by them, including copyright and trade-mark rights. The Information Providers may enforce these rights directly against you by legal proceedings or other appropriate means.

Accuracy and Changes to the Information

Information provided on this website is believed to be accurate at the time it is posted. However, this website could include inaccuracies, typographical errors, or out-of-date information. Changes may be made at any time to the information without prior notice. Please consult Knight Bain directly for complete and up-to-date information.

Proprietary Rights

You acknowledge that all information conveyed through the Services is proprietary to Knight Bain or the relevant Information Provider and may be protected by copyright law and other applicable intellectual property laws. Knight Bain hereby grants to you a non-exclusive, personal, non-transferable licence for the term of this Agreement to store the information in the memory of the Access Device and to print and display the information for your personal and non-commercial use. You agree not to communicate, reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, perform in public, display or otherwise commercially exploit all or any part of the information without the express written consent of Knight Bain and the relevant information Provider. Additional conditions, disclaimers, information and periodic correction notices may apply to the information. By using the information you agree to be bound by all such additional conditions, disclaimers, information and notices.

Disclaimer of Warranty and Limitation of Liability

YOUR USE OF THE SERVICES AND THE WEBSITE IS AT YOUR OWN RISK. KNIGHT BAIN DOES NOT WARRANT THE ACCURACY, COMPLETENESS, QUALITY, ADEQUACY, AVAILABILITY OR CONTENT OF ANY INFORMATION OR SERVICES ON THIS WEBSITE. THE INFORMATION AND SERVICES, THE WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. KNIGHT BAIN DOES NOT WARRANT THAT THE WEBSITE OR ANY FILES OR SOFTWARE DOWNLOADED FROM THIS WEBSITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS.

NEITHER KNIGHT BAIN NOR ANY INFORMATION PROVIDER SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY "DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR INFORMATION CONTAINED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING LOSSES, POTENTIAL PROFITS, LOSS OF DATA, DAMAGE AS A RESULT OF VIRUSES, ERRORS, INACCURACY OF DATA, EVEN IF KNIGHT BAIN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.

THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE DAMAGES ARE A RESULT OF THE NEGLIGENCE, FAULT OR WRONGDOING OF KNIGHT BAIN, THE SERVICE PROVIDERS OR ANYONE FOR WHOM KNIGHT BAIN OR THE SERVICE PROVIDERS ARE RESPONSIBLE.

Indemnification

You agree to indemnify and hold harmless Knight Bain and the Information Providers from any and all claims, losses, liabilities and expenses (including but not limited to attorneys' fees) arising from any use of the website, Services or your breach of any or all portions of this Agreement.

Your Authority to Accept this Agreement

You represent and warrant that you have full authority to accept this Agreement on behalf of each joint owner or co-trustee on your Account. You also agree that each joint owner or co-trustee has full authority to act individually in all matters relating to the Account. Liability on Accounts held jointly shall be joint and several.

Software Licensing

When you install or use any software that is downloaded from this website or otherwise, it is your responsibility to comply with the provisions of any agreements, licences, other legal or technical documentation and legal requirements governing such installation or use of software. Unless you are a lawful, licensed user of such software, Knight Bain may be unable to provide you with the Services that require such software.

Applicable Agreements

All products and services of Knight Bain are offered for sale subject to the terms of the applicable agreements. Please consult Knight Bain directly for complete and up-to-date information on products and services.

Trademarks Belonging to Knight Bain or Other Entities

"Knight Bain Private Counsel" is a trademark of Knight Bain. All other product and service marks mentioned on this website are the trademarks of their respective owners.

Copyright Knight Bain

Knight Bain either owns the intellectual property rights in the underlying HTML, text, images, audio clips, video clips, software and other information that is made available to you on this website (the "Content"), or has obtained the permission of the owner of the intellectual property in such content to use the content on this website. Knight Bain grants to you a limited license to display the content on your computer and print the content on your printer solely for your own personal non-commercial use provided that you do not modify the content and that you do not delete any of the proprietary notices.

Confidentiality

Absent the use of encryption, the Internet is not a secure medium and privacy cannot be ensured. Internet email is vulnerable to interception and forging. Knight Bain cannot ensure the privacy and authenticity of any information or instructions you send to Knight Bain or that Knight Bain sends to you over the Internet. Knight Bain will not be responsible or liable for any damages you may incur for your use or request for information over the Internet.

Termination

You acknowledge and agree that Knight Bain may in its sole discretion restrict, change, suspend or terminate your access to, and use of, all or part of the website or Services at any time, for any reason, without notice to you and without liability. If this Agreement or your right to use the website or the Services is terminated, this Agreement will nevertheless continue to apply and be binding upon you in respect of prior use of the website and the Services you, and anything connected with, relating to or arising from those matters.

Amendments to this Agreement

This Agreement is in addition to and not in substitution for any other agreements between you and Knight Bain, including any agreement relating to your Account. You agree that Knight Bain may amend the terms of this Agreement at any time and without notice to you. By using the website and/or Services following any amendment to this Agreement, you agree to be bound by such amendment.

Applicable Jurisdiction

The information on this website is intended for use by persons resident in Canada only. Any products or services mentioned on this website are made available only in accordance with local law (including applicable securities laws) and only where they may be lawfully offered for sale.

Governing Law and Dispute Resolution

This website is controlled by Knight Bain, whose head office is located in Toronto, Ontario, Canada. This Agreement, your use of the website and its content, and all matters relating thereto are governed by, and is to be construed and interpreted in accordance with, the laws of the Province in Canada in which you reside and the laws of Canada applicable therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. You agree to irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province in Canada in which you reside and all courts competent to hear appeals therefrom.

You agree that you must bring any claim that you may have against Knight Bain within one (1) year after the claim or cause of action arises, after which time the claim or cause of action shall be barred and you agree to waive any such claim or cause of action.

Waiver

No waiver of provision of this Agreement by Knight Bain shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver.

Unenforceability

If any part of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, but such part shall be fully severable and this Agreement shall be construed and enforced as if such invalid or unenforceable part had not been contained in the Agreement.

Language

The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language. Les parties ont exigé que ce contrat ainsi que tous les documents s'y rattachant soient rédigés dans la langue anglaise.