ACCOUNT ADMINISTRATION PLATFORM TERMS AND CONDITIONS

These terms and conditions are specific to Computershare’s (as defined below) Web-based account administration services for investors and are available by hyperlink throughout the website, including when you log in. By using the service, you agree to be bound by the terms of these Terms and Conditions (“Agreement”).

These terms and conditions apply to your access, and your broker or agent’s access (“Agent”) to Computershare’s Web-based account administration services for the purpose of reviewing and understanding the status of the holding of securities (in both registered and non-registered accounts)(the "Service"). Computershare reserves the right to change the Agreement and your continued use of the Service signifies acceptance. It is your responsibility to check from time to time to see if there are any changes.

In this Agreement, the words “you” and “your” refer to the Computershare account holder using the Service, and, where applicable, that individual’s Agent or designate as described in Section 5.6 below. Computershare’s collection, use and disclosure of your personal information in connection with the Web-based account administration services shall be governed by the Privacy Code located at https://www.computershare.com/ca/en/privacy-code. By using the Web-based account administration services, you consent to the Computershare’s collection, use and disclosure of your personal information in accordance with the Privacy Code.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY CODE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICE.


1. Definitions:
  1.1. “Computershare” as used in this Agreement shall Computershare Trust Company of Canada.
  1.2. “Login Credentials” has the meaning set out in Section 2.2 below.
  1.3. “Results Document” means any document, data or report you obtain through use of the Service.
  1.4. “Service” has the meaning set out in the preamble above.

2. Accessing and Registering for the Service
  2.1. In consideration of Computershare providing you access to the Service, you agree to abide by this Agreement each time you access the Service.
  2.2. To register for the Service, you will need to provide your Account Number (which is located on your recent statement or mailing you received in connection with this Service) together with your last name and postal code, and any other information we reasonably require to verify your identity. Once designated in accordance with Section 5.6, your Agent will be provided with access to the Services on your behalf without a need for registration.
  2.3. In order to access the Service, you must complete the registration process set out above. Once you have completed the process, Computershare will assign you with a Client ID and password (together the “Login Credentials”). You are responsible for maintaining the confidentiality of your Login Credentials and shall be responsible for all uses of the Service using your Login Credentials, whether authorized by you or not. You agree to immediately notify Computershare of any unauthorized use of your Login Credentials. You guarantee that the information provided to Computershare during the registration process for Login Credentials is complete, accurate and up-to-date and agree to update such information as needed.
  2.4. When you access the Service for the first time with your Login Credentials, you may be asked to provide additional information which will be required only in the event that your PIN is lost or stolen or if at any time Computershare needs to confirm your identity. If you are unable to provide this additional security information when required, you will not be able to access the Service. In the event you forgot your password, contact our help desk at 1-866-435-4357. You will be unable to use the Service until such time as a replacement password is issued to you.
  2.5. You are responsible for furnishing your email address to Computershare, for notifying Computershare of any changes to your email address, for maintaining email services and for checking your email account regularly for new mail from Computershare.
  2.6. Please note that when you log in to the Service using particular Login Credentials, you will have access to all accounts maintained by Computershare that are associated with those Login Credentials.
  2.7. The Service is not intended for use by any person or entity in any jurisdiction or country where such use might be contrary to law or regulation. Computershare makes no representation or warranty regarding the Service’s compliance with local laws in jurisdictions outside Canada.

3. Connecting to the Service
  3.1. You are responsible for obtaining access to the Service (including access to the Internet via an Internet service provider and any associated costs such as online telephone charges) and for maintaining your computer system and any other equipment required by you to access the Service. You agree to use the level of encryption security required by Computershare and communicated to you from time-to-time. Computershare makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.
  3.2. Computershare reserves the right without notice to make any technical changes it considers necessary or desirable to the Service or where it considers that it is in your interests or in Computershare's or its clients' interests to do so. Computershare shall not be responsible in the event that any upgrade to the Service means that you are no longer able to access the Service.
  3.3. If your account has more than one owner, you agree that any electronic communications or transactions made through the Service are made with the authority of any and all other owners and will be binding on such other owner(s).

4. Access to Selected Shareholder Documents/Statements
  4.1. Computershare may, at its option, make a selection of shareholder materials available to you through the Service. Examples of materials that may be made available electronically and that are covered by this Agreement include shareholder statements, annual reports, including annual financial statements and management’s discussion and analysis, proxy materials, including notices of meetings, management proxy circulars and forms of proxy, and interim financial statements including management’s discussion and analysis. Your access to shareholder materials may be subject to additional terms and conditions.

5. Confidentiality, Security and Restrictions
  5.1. You understand and agree that you are responsible for the confidentiality of your Login Credentials and you agree not to provide them to any other person. You specifically agree that you are responsible for any actions entered through the Service using your Login Credentials. If you allow any other person to access the Service, you will defend, indemnify and hold Computershare harmless against any and all liability, costs, or damages arising out of claims or suits by third persons based on or relating to such access or use. Computershare is not responsible for any breach of security caused by your failure and/or the failure of other persons to maintain the confidentiality of your Login Credentials. You agree to notify Computershare immediately via email pcssupport@computershare.com or phone (1-866-302-7096) if you suspect that your Login Credentials have been lost or stolen or that an unauthorized person has obtained access to the Service using your Login Credentials.
  5.2. The Service is provided via a web site with a secure server using 1,024 bit encryption. As long as you remain on the Service web site you will have the benefit of this security. However, you should note that email communications are not necessarily secure and there is always a risk that e-mail messages may be intercepted or tampered with. By registering for and using this Service, you acknowledge that these risks exist and that confidentiality cannot always be assured.
  5.3. Computershare does not accept any responsibility for any interception or tampering or loss of confidentiality which may take place either once an email message has been sent by Computershare or prior to an email message being received by Computershare or for any losses, claims, damages or expenses which may be suffered or incurred by you as a result of any such interception, tampering or loss of confidentiality.
  5.4. Computershare takes reasonable care to ensure that electronic communications generated by it are free of viruses or other corruption of data. Before opening or using any documents or attachments, you must check them for viruses and defects. Computershare's liability in this respect is limited to re-supplying any affected documents or attachments. You are responsible for ensuring all electronic communications sent by you to Computershare are free from viruses or defects. If a communication from you is found to contain a virus, Computershare shall not be obliged to receive or act upon such communication.
  5.5. You agree not to:
    a) modify, reverse engineer, decompile, disassemble, translate, attempt to extract the source code or otherwise deconstruct Services or any related software;
    b) alter or remove any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on, or in, any information provided to you by Computershare or any reproduction thereof;
    c) circumvent or attempt to circumvent any security or technical limitations or measures;
    d) interfere with or disrupt any Computershare website or the Service or networks which support the same, or create user accounts by automated means or under false or fraudulent pretenses;
    e) publish, upload, post, transmit or otherwise make available any content or communications using that Service that: (i) you do not have the right to make available; (ii) is unlawful, harmful, vulgar, obscene, hateful or racially, ethnically or otherwise objectionable; (iii) infringes any intellectual property rights of any party; (iv) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming or chain letters; or (v) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
    f) defame, harass, abuse, stalk, threaten or violate the legal rights of any individual or entity; or
    g) violate any applicable local, provincial or federal law and any regulations.
  5.6. Agents: Users may designate an Agent or family member that will be provided access to the Service to view the user’s account by notification in writing to Computershare, in a form or manner prescribed by Computershare. To be designated, a family member must also be a Computershare customer to receive this access. If a user designates an Agent or family member to access information through this Service on a user’s behalf, the Agent is bound by this Agreement. The user will indemnify and hold Computershare harmless for costs or damages arising from the use of the Service by any Agent acting on the user’s behalf. The Agent will indemnify and hold Computershare harmless for costs or damages arising from the use of the Service by users to the extent that the costs or damages arise from acts or omissions of the Agent. In accordance with this Section, you may share access to, and information related to, the Service solely for the purpose of the Agent performing services as your Agent in accordance with this Agreement.

6. No Guarantee as to Information; Limitation of Liability
  6.1. Computershare will take reasonable care in ensuring information regarding your securities are accurate but you should note that certain information provided through the Service may not be updated on a real time basis. It may be updated on an end of day basis or settlement date basis. In addition, you should note that the Service displays amounts of securities in your account as rounded to the fourth decimal place. This is the closest estimate that the system can display, although the actual number of shares in your account may be slightly more or less than what is being displayed due to this rounding of share positions that are greater than 4 decimal places. As a result, you acknowledge that you may not rely on the Results Documents and must validate any information contained therein prior to making decisions with respect to such information. Computershare does not guarantee the accuracy, completeness, sequence or timeliness of the Results Documents or the Service nor is it responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof or for any delays or errors in the transmission or delivery of any part of the information or Service.
  6.2. THE SERVICES ARE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPUTERSHARE AND ITS SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT OR POSSESSION AND THOSE ARISING BY STATUTE, IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER COMPUTERSHARE NOR ITS SUPPLIERS REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE OR VIRUS-FREE OR THAT CONTENT PRESENTED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE OR CURRENT. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP DATA, PROTECTING YOUR EQUIPMENT AND SYSTEMS AND TAKING REASONABLE AND APPROPRIATE PRECAUTIONS TO SCAN FOR VIRUSES OR SIMILAR ELEMENTS.
  6.3. COMPUTERSHARE AND ITS SUPPLIERS’ WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS OR DAMAGES ARISING FROM ITS BREACHES OR YOUR USE OF THE SERVICES. THIS SERVICE IS FOR YOUR CONVENIENCE ONLY AND IS NOT TO BE RELIED UPON.
  6.4. WITHOUT LIMITING THE FOREGOING, NEITHER COMPUTERSHARE NOR ANY OF ITS SUPPLIERS WILL HAVE ANY LIABILITY FOR ANY DIRECT CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION OR OTHER PECUNIARY LOSS, EVEN IF COMPUTERSHARE OR ITS SUPPLIERS FORESEE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUTERSHARE AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE AND ASSUME NO RESPONSIBILITY FOR ANY LOSS OR DAMAGES ARISING FROM OR IN CONNECTION WITH: (A) LIMITED ACCESS OR INABILITY TO ACCESS THE SERVICE; (B) ANY THIRD PARTY PRODUCTS (INCLUDING WITHOUT LIMITATION IMPLEMENTATION OR CONFIGURATION OF APPROPRIATE SECURITY MEASURES RELATING THERETO); (C) ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, USER OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR (D) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION OR DESTRUCTION OF INFORMATION OR DATA.
  6.5. You are solely responsible for taking precautionary measures to: (a) prevent the loss or destruction of any of your data such as, without limitation, making regular backups and verifying the results obtained from using the Service; and (b) securing third party products used in conjunction with the Service.
  6.6. The Service and any information provided to you as part of the Service are for general information and your personal non-commercial use only. The Service and information provided does not constitute any form of advice or recommendation regarding investments or suitability to your particular circumstances. You should seek independent financial advice before making any investment or other decisions and any such decisions taken by you are your responsibility. Use of the Service is entirely voluntary and entirely at your own risk. You may stop using the Service at any time.
  6.7. Be aware that the price of any security in your account as recorded through the Service may not be accurate as of the date shown or at other times. A security in your account might not publicly trade on a stock exchange and, accordingly, Computershare might not have available reliable pricing information. The price recorded in the Service might be the price for which your account acquired the securities or a value certified to Computershare thereafter. Computershare may update price information from time to time, including when it becomes aware of recent transactions in such securities or when it receives relevant information from the issuing company or other third parties. However, you should not rely on the accuracy or timeliness of any price or valuation information recorded in the Service for any purpose without undertaking other verification. Without limiting generality of any other provision of this Agreement, Computershare is not responsible for the accuracy of such information.

7. Information provided by third parties
  7.1. The Service may make available to you, for your convenience, a broad range of financial information obtained from suppliers, agents and vendors, (collectively "Third Party Providers"). The information is not intended as a solicitation of securities transactions or financial, accounting, legal or tax advice. We do not guarantee the timeliness, completeness or correct sequencing of the information or warrant any results from your use or reliance on the information. Information may quickly become unreliable for various reasons, including, for example, changes in market conditions, suspension of trading, or economic circumstances. You agree that neither Computershare nor the Third Party Providers will be liable in any way for the termination, interruption, delay or accuracy of information.

8. Intellectual Property Rights and Restrictions
  8.1. Except for the limited rights granted to you under this Agreement to use the Service, all right, title and interest (including all intellectual property rights) in and to the Service (including any software, systems, interfaces, domain names Computershare or its suppliers use to provide the Service) and all translations, ports and modifications thereof are exclusively owned by Computershare or its suppliers or licensors, as applicable. All trade names, company names, trademarks, service marks and other product and service names and logos in or displayed by the Service are the proprietary marks of Computershare or its suppliers or licensors and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners.
  8.2. The Service, its content, Results Documents, programming and software either belongs to Computershare or is licensed for use by Computershare and is protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy or modify any part of the Service, the information, or web-site for any unlawful purpose and you agree to comply with any request from Computershare or third parties to protect property rights of the owner of that part of the Service, information or web-site.
  8.3. Computershare grants you a limited, non-transferable, and non-exclusive license to use the Service in accordance with this Agreement solely for the purpose of monitoring the status of assets which are held in trust or custody by Computershare, and for no other purpose. You are not entitled to rely solely on this Service in determining the status of your assets, and agree to confirm or validate information received through the Service before taking any action that affects the status of your assets.
  8.4. You agree not to use the Service or the Results Documents: (a) to provide data processing services to others; (b) to operate a service bureau; (c) to provide time sharing services, or (d) in connection with the business or operations of any other person.

9. Indemnity
  9.1. You will indemnify and hold Computershare harmless for any third party claim brought against Computershare to the extent that it is based on a claim: (a) that the Service used in combination with other software, hardware or systems not provided by Computershare, infringes any copyright, patent, trade secret or trademark enforceable in Canada of any third party; and/or (b) arising as a result of your use of the Service in breach of this Agreement, and will indemnify and hold Computershare harmless against damages and costs awarded against Computershare by a court of competent jurisdiction by final order from which no appeal is taken or the time for appealing has expired, provided that Computershare shall: (i) notify you promptly in writing of same; and (ii) permit you to defend, compromise or settle the claim and provide all available information, assistance and authority (at your sole expense) to enable you to do so, provided that a failure or delay to provide such notice or information shall not relieve you of your obligations in this Section except to the extent such failure or delay prejudices your ability to defend or settle such claim or action. If you fail to defend or settle any such claim or action in a manner that would prejudice the defense or settlement of same, you shall reimburse Computershare for any compromise or settlement made by Computershare with your prior written consent, and for reasonable legal fees or expenses incurred by Computershare in connection with such claim. You shall have no authority to settle any claim on behalf of Computershare without Computershare’s prior written consent.

10. Your Privacy
  10.1. Computershare wants to make your on-line experience satisfying and safe. Our aim is to safeguard the privacy and security of your personal information while providing a personalized service that meets your individual preferences and needs. Computershare’s Privacy Code tells you the ways we ensure that your privacy and the confidentiality of your information are protected. In using the Service and this website, you are consenting to our collection, use and disclosure of your information in the manner set out herein and in the Privacy Code.
  10.2. When you browse this site, Computershare’s system automatically logs information about your visit such as the date and time of your visit, user server address, type of browser used, previous site visited, pages accessed and total user time. Our system uses “cookies”. A cookie is a message given to a web browser by a web server. The browser stores the message in a text file. The message is then sent back to the server each time the browser requests a page from the server. Websites to which this site may be linked may also use their own cookies to collect information from you. You can generally configure your web browser to accept cookies, reject cookies or notify you when a cookie is sent. You should refer to the help menu of your web browser if you require details as to how this can be done. If your browser is configured to reject all cookies you will be unable to use our website. The purposes of collecting this information are to provide you with the Service, the collation of statistics on use of our website, to ensure the website operates well and for security reasons.
  10.3. Computershare may also ask you for, or collect from your on-line visit, personal information such as your name, address, email address, and bank account details. And if you send us an email or if you ask us to respond to you by email, we learn your exact email address and any information you have included in the email. We will use some or all of the above information for the following purposes: to verify your identity for security purposes, maintain your account, process your instructions and provide you with a superior level of service. We use your email address to acknowledge your comments and/or reply to your questions, and we will store your communication and our reply in case we correspond further. Computershare will not use your information for any purpose for which you would not reasonably expect us to use it.
  10.4. In the course of providing you with the Service, Computershare may transfer personal information to affiliates or service providers in or outside of Canada that provide data processing and storage or other support, including technical support in offering the Service and operating this website..

11. Validity
  11.1. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or enforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision and the other provisions of this Agreement shall remain in full force and effect.

12. Governing Law and Jurisdiction
  12.1. These terms and conditions and all matters arising out of the use of this site shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, and you hereby consent to the exclusive jurisdiction of courts in Ontario over all such matters.

13. Waiver:
  13.1. The failure of Computershare to exercise or enforce any right or provision of these Agreement shall not constitute a waiver of such right or provision