Terms of Use

TERMS OF USE

The following terms and conditions ("Terms of Use") govern your use as an Authorized User (defined below) of TSX Trust Virtual Meetings (the "Licensed Software") and the related website, Documentation and services, all as described herein (collectively, the "Services"). By using the Services, you are agreeing to comply with and be legally bound by the terms and conditions as set out in these Terms of Use. If these Terms of Use are not acceptable to you, please do not use the Services.

We may update these Terms of Use from time to time and you are responsible for periodically reviewing the most current version, available at this website. Your continued use of the Services will be deemed your acceptance of the updated Terms of Use. By using the Services, you are representing to us that you have the power and authority to accept these Terms of Use and to enter into this agreement with us and that you understand and accept any risks related to the use of the Services.

1. Defined Terms. Capitalized terms in these Terms of Use will have the meanings set out below:

"Affiliates" means, with respect to either party hereto, any entity which directly or indirectly controls, is controlled by or is under common control with such party.

"Authorized User" means individuals who have been given login details by TSX Trust or a Company in order to participate in a Meeting.

"Company" means the corporation, partnership, association or other organization holding a Meeting.

"Documentation" means any and all manuals, instructions and other documents and materials that TSX Trust provides or makes available to you, if any, in any form or medium related to functionality or use of the Services.

"IP Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, by-law, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

"Meeting" means an event to be held online by or for the benefit of the Company, for its internal business purposes, for which it has contracted with TSX Trust to use the Services in any capacity.

"Open-Source Components" means any software component of the Licensed Software that is subject to an open-source copyright license agreement.

"Permitted Use" means use of the Services by Authorized Users for participation in a Meeting.

"Third-Party Materials" means materials and information forming part of the Services, in any form or medium, that are not proprietary to TSX Trust or its Affiliates, including any third-party: (a) documents, data, content or specifications (b) Open-source Components or other software, hardware or other products; and (c) components, parts or features of any of the foregoing.

"User Data" meansinformation, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services.

2. License Grant.

2.1 Subject to these Terms of Use, TSX Trust hereby grants you a non-exclusive, non-sublicensable and non-transferable, limited license to access and use the Services solely for the Permitted Use.

2.2 You may not share your login details or use others' login details.

2.3 Use Restrictions. You may only use the Services in respect of a Meeting for which you are an Authorized User. You may not use the Services for any purposes beyond the scope of the license granted in these Terms of Use. Without limiting the foregoing and except as otherwise expressly set forth in these Terms of Use, you will not, at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Licensed Software , in whole or in part; (iv) bypass or breach any security device or protection used for or contained in the Services; (v) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Rights or other right of any person, or that violates any applicable Law. TSX Trust may refuse access to the Services if you breach or are suspected of breaching these Terms of Use, including without limitation, these restrictions.

2.4 Reservation of Rights. TSX Trust reserves all rights not expressly granted to you herein. Except for the limited rights and licenses expressly granted under these Terms of Use, nothing in these Terms of Use grants to you or any third party any intellectual property rights or other right, title, or interest in or to the Services. You acknowledge and agree that TSX Trust or its licensor(s) are and will remain the sole and exclusive owner of all right, title and interest in and to the Services, including all IP Rights relating thereto, subject only to the rights of third parties in Open-Source Components, if any, and the limited license granted under these Terms of Use.

2.5 Services Limitations. The Services do not include any scrutineering, support or other services not explicitly described herein. Services provided pursuant to other agreements with TSX Trust are subject to the terms therein. TSX Trust may, in its sole discretion, discontinue the Services or modify its features from time to time without prior notice.

2.6 Co-operation and Notice of Infringement. During the Term, you will promptly notify TSX Trust in writing if you become aware of: (i) any actual or suspected infringement, misappropriation or other violation of IP Rights in or relating to the Services; or (ii) any claim that the Services, in whole or in part, infringe, misappropriate or otherwise violate the IP Rights or other rights of any third party.

3. IP Rights.

3.1 Feedback. If you provide TSX Trust with any suggestions, recommendations or other feedback related to the Services, including without limitation, related to new features or functionality ("Feedback"), TSX Trust and its Affiliates may use such Feedback with no obligation to you.

3.2 Meetings may be recorded at the Company's request. Your participation in a Meeting will be deemed to be your consent to the recording of the Meeting, including any votes or other content. Any inquiries as to whether a Meeting is being recorded should be directed to the Company.

3.3 You represent that you have the right to upload your User Data as needed to use the Services and that such use and TSX Trust's use as required in order to provide the Services does not violate or infringe on any IP rights or other rights of any third party. TSX Trust will have no liability for the content, accuracy, loss or any loss, damage, claim or liability incurred in respect of use, access or inability to access User Data.

3.4 You will at all times while using the Services comply with all applicable Law, including without limitation all applicable privacy legislation and regulations. Your provision of any personal information during the Meeting will be your consent to TSX Trust using the same solely for the purpose of providing the Services to the Company.

3.5 As between you and TSX Trust, you will remain the owner of your User Data. You hereby grant TSX Trust (i) a royalty-free, non-exclusive, revocable license for the Term to use, modify, reproduce, publish and otherwise perform all acts necessary with User Data solely for the purpose of providing the Services; and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to compile, reproduce, modify, and otherwise use and display analytics-type User Data related to your use of the Services, such as analytics details, browser type, length of time logged in, time zone, and similar usage information, in an aggregated and non-identifiable format for TSX Trust's and its Affiliates' internal business purposes, including product and service improvements.

3.6 You acknowledge and agree that your User Data and participation in meetings, including recordings, may be hosted, stored and/or processed by TSX Trust's third party service providers. In the event personal information is transferred to another jurisdiction, it will be subject to the laws of that jurisdiction and may be disclosed to or accessed by the courts, law enforcement and governmental authorities in accordance with those laws.

3.7 TSX Trust will comply with all applicable Canadian privacy legislation and regulations in providing the Services and will take appropriate measures to prevent unauthorized or unlawful processing of User Data or its accidental loss, destruction or damage, in accordance with industry standards.

3.8 Suspension. Notwithstanding anything to the contrary in these Terms of Use, TSX Trust may suspend any Authorized User's access to any portion or all of the Services if: (i) TSX Trust reasonably believes that (A) such Authorized User's use of the Services interferes with or poses a security risk to TSX Trust, the Services or to any other client or licensor of TSX Trust, (B) an Authorized User is using the Services in violation of these Terms of Use, or (C) any licensor of TSX Trust has suspended or terminated TSX Trust's access to or use of any services or products required to enable access to the Services. TSX Trust will have no liability for any consequences that an Authorized User or others may incur as a result of a suspension.

4. TSX Trust agrees to preserve the confidentiality of all non-public information provided by Authorized Users for TSX Trust's use in fulfilling its obligations hereunder subject to the following exceptions: (i) information that subsequently enters the public domain through no fault of TSX Trust; (ii) information that is already known to TSX Trust with no obligation of confidentiality; or (iii) information that is required to be disclosed through enforceable process of law may be so disclosed.

5. Disclaimer.

THE SERVICES ARE PROVIDED "AS IS" AND TSX TRUST HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TSX TRUST SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TSX TRUST MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE OR ERROR FREE. TSX TRUST DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY MATERIALS.

6. Indemnity and Limitation of Liability.

6.1 Indemnity. You agree to defend, indemnify and hold harmless TSX Trust, its successors and assigns, and its and each of their respective directors, officers, employees and agents (the "Indemnified Parties") from and against any demands, claims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and disbursements (including expert consultant and legal fees and disbursements on a substantial indemnity, or solicitor and client, basis) (collectively, the "Losses") that any of the Indemnified Parties may suffer or incur or that may be asserted against any of them, in consequence of, arising from or in any way relating to your use of or failure to use the Services, except that no Indemnified Party will be entitled to indemnification to the extent that such Indemnified Party is found to have acted in bad faith or engaged in willful misconduct and such conduct is found to have caused the Losses.

6.2 In addition, you agree to reimburse, indemnify and hold harmless the Indemnified Parties for, against and from all Losses incurred by an Indemnified Party if you commence an action, or cross claims or counterclaims, in respect of or relating to the Services, against the Indemnified Party and the Indemnified Party is successful in defending such claim.

6.3 Limitation of Liability. TSX TRUST, ITS AFFILIATES, LICENSORS, THIRD SERVICE PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS) RELATED TO, ARISING FROM OR IN RESPECT OF THESE TERMS OF USE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR ANY OTHER CAUSE; AND EVEN IF CAUSED BY TSX TRUST'S, ITS AFFILIATES', LICENSORS' OR SERVICE PROVIDERS' NEGLIGENCE, AND EVEN IF ANY OF THEM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

6.4 THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THESE TERMS OF USE.

7. General.

7.1 These Terms of Use and your use of the Services will be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You and TSX Trust also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to any and all matters arising in connection with these Terms of Use. If any provision of these Terms of Use is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from these Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions of these Terms of Use, and will not in any way affect any other circumstances of or the validity or enforcement of these Terms of Use. TSX Trust will not be responsible for delays or non-performance resulting from acts beyond its reasonable control.

7.2 These Terms of Use represent the entire agreement between the parties with respect to the subject matter hereof.

7.3 The Services can be accessed from countries around the world other than Canada. TSX Trust makes no representation that the Services are appropriate or available for use in other locations, and accessing the Services from territories where its use is illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and their own risk and are responsible for compliance with local laws.

7.4 The use of headings and division of sections and paragraphs is for convenience of reference only and does not affect the construction or interpretation of these Terms of Use.

7.5 If you have any questions about these Terms of Use or the Websites, please contact us at our e-mail address: tsxtVGMinfo@tmx.com.

BY YOUR USE OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE.

Last revised: February 1, 2021