Schedule an Appointment

Investor Agency Agreement

This Agency Agreement (the “Agreement”) is made and entered into between you and P2P Financial Inc.(“The OCMX”) and is effective as of acceptance by The OCMX of your sign-up as an Investor.  In this Agreement, “P2P Financial Inc.”, “The OCMX”, “we”, “us” or “our” means The OCMX and “Investor,” “you” or “your” means a registered Investor. For greater certainty, “Investor” means a registered user, including any represented business, registered as an Investor for the purpose of viewing opportunities on The OCMX’s web site, providing financing or buying securities from the Issuer. In addition, we have given specific meaning to certain other words in this Agreement. “Web site” means all information, functionality , and otherwise related to the The OCMX Web site, the OCMX blog, any OCMX emails, any OCMX Social Media sites or channels, and any related communications. “Registered user” means a user of the The OCMX Web site who has been allowed by The OCMX to participate either as an Issuer or as an Investor. “Issuer” means a registered user, including any represented businesses, who requested financing or offered to sell securities of any kind through our Web site. “Investor” means a registered user, including any represented business or fund, for the purpose of viewing opportunities on the Web site, providing financing, or buying securities from an Issuer. “Securities Offering” means any information provided by an Issuer though our Web site for the purpose of obtaining financing or selling securities. “Client” means an Investor who has signed the The OCMX Account Application form, made an initial deposit, and has been accepted by The OCMX thereafter. “Offer” means an offer made by an Investor who relied on information provided in the Securities Offering to purchase securities from the Issuer. “Offering Contract” means and includes any Subscription Agreement, Offering Disclosure Form, or any other agreement entered into related to the sale or distribution of a security.

The OCMX is registered as a dealer in the category of Exempt Market Dealer and facilitates the entering into of Offering Contracts between Issuers and Investors. You should seek advice from your current advisor as your advisor can help to ensure that your own circumstances have been properly considered and any action is taken on the latest available information and circumstances.

The Web site’s Terms of Use, Risk Disclosure and The OCMX’s Privacy Policy are incorporated in this agreement by reference.

The eligibility to participate and to use the Web site is subject to final determination by The OCMX.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1 – AGENCY APPOINTMENT

(1) You hereby appoint The OCMX as your agent to prepare on your behalf each Offering Contract under the terms of this Agreement with full power and authority, but not the obligation, to do and perform each and every act and thing required and necessary to be done in connection with such appointment.

(2) You may revoke this appointment and terminate this Agreement at any time if you have no outstanding Offers for any Securities Offerings or have not initiated any Offering Contract.

(3) If you choose to revoke your appointment of The OCMX as your agent, your registration as an Investor may be terminated.

(4) Any Offering Contracts you have entered into prior to the effective date of termination shall remain in full force and effect in accordance with their terms and the terms of this Agreement.

(5) You acknowledge that The OCMX will also be the agent of the Issuer for the purposes of entering into the Offering Contract.

(6) You acknowledge that The OCMX may also be an exclusive agent of the Issuer for the purpose of entering into the Offering Contract.

(7) Notwithstanding the termination of this Agreement, if within one year of the Agreement termination date, you arrange the purchase of any securities from or extend any financing to any of the Issuers who were registered with us during the same time you were registered with us, you unconditionally agree to make The OCMX aware of any such transaction.

(8) The OCMX shall have full power and authority, but not the obligation, to do and perform each and every act and thing required and necessary to be done in connection with the appointment as your agent under this article.

ARTICLE 2 – INVESTOR REGISTRATION AND INVESTOR ELIGIBILITY

2.1 Registration as The OCMX Investor

(1) You are registering as an Investor on our Web site so that you may be eligible to use our Web site and enter into Offering Contracts with Issuers using The OCMX. Only registered Investors are able to see all the information provided in Securities Offerings and submit an Offer.

(2) You must read, agree with and accept all of the terms and conditions of this Agreement and all documents incorporated to this Agreement by reference before you can be registered as an Investor.

2.2 Registration Criteria

(1) In order to register as an Investor you must have a full legal capacity to enter into, execute, and perform this Agreement in your jurisdiction of residence, and if required, to enter into, execute, and perform this Agreement on behalf of a business in your jurisdiction of residence for which financing or a purchase of security is being offered and be able to qualify as an Accredited Investor or under some other exception where the prospectus requirement does not apply to a distribution of a security.

(2) You may be required to answer a questionnaire in order to participate as an Investor. Your ability to participate as an Investor is subject to the final determination and approval by The OCMX. You acknowledge and agree that we may share your answers and other information with third parties to confirm your suitability as an investor.

2.3 Accredited Investor and Other Exceptions

(1) In order to fully participate as an Investor on our Web site, the individual must qualify as an Accredited Investor. In order to qualify as an Accredited Investor the person must have at least $5,000,000 in net assets, or must have net financial assets exceeding $1,000,000, or must have personal annual net income greater than $200,000, or an annual net income of $300,000 when combined with a spouse’s income.

(2) If you wish to participate not as an individual, then you must qualify as an Accredited Investor as defined in the National Instrument 45-106 – Prospectus and Registration Exemptions.

(3) If you do not qualify as an Accredited Investor, another option may be available to you, subject to determination and approval by The OCMX. Other options may limit your ability to fully participate as an Investor due to securities law and other factors.

(4) You hereby acknowledge, warrant and agree that you will provide accurate and complete information to The OCMX for the accurate determination of if you qualify as an Accredited Investor and if you can participate as an Investor on our Web site.

2.4 Identity Verification

(1) You acknowledge and agree that you will be required to disclose certain personal information.

(2) You acknowledge and agree that we may share your information with third parties in order to confirm your eligibility and to verify your identity information.

(3) You hereby authorize us to collect and in applicable instances submit certain personal information (including your name, address, telephone number and total amounts obtained by you) to the Securities Regulatory Authorities on your behalf and on behalf of The OCMX. This information is being collected on behalf of and used by the Applicable Securities Regulatory Authorities, or, where applicable, the regulators under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. In Ontario, you can contact the Ontario Securities Commission for more information by mail: Ontario Securities Commission, Administrative Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or by phone: (416) 593-3684.

ARTICLE 3 – REPRESENTATIONS AND WARRANTIES

3.1 Investor’s Representations and Warranties

(1) You warrant and represent to us, and acknowledge that our provision to you of access to our Web site is premised in part on our reliance on your representation and warranty, that you have the legal capacity to enter into, execute and perform this Agreement on your behalf and if required on the behalf of any represented business and that you are not an undischarged bankrupt or not presently subject to a plan of arrangement under the Companies’ Creditors Arrangements Act (Canada) or the Bankruptcy and Insolvency Act (Canada).

(2) You warrant and represent to us, and acknowledge that our provision to you of access to our Web site is premised in part on our reliance on your representation and warranty, that you will make an investment as on your own behalf (including any represented business, if applicable) and not on behalf of another person.

(3) You warrant and represent to us, and acknowledge that our provision to you of access to our Web site is premised in part on our reliance on your representation and warranty, that you will not make investments using borrowed funds.

(4) If you are entering into this Agreement as not an individual investor, you warrant and represent to us that:

(a) Every individual executing this Agreement has all the necessary power and authority to execute and perform this Agreement on the Investor’s behalf;

(b) The execution and performance of this Agreement will not violate any provision of the Investor’s charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the Investor’s formation or administration; and

(c) The execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the Investor is a party or by which the Investor is bound.

(5) You understand and acknowledge that Issuers may default on interest payments, if applicable, made in their Offering Contracts (including any agreement you have made with them) and that such defaults may negatively affect the amount of interest you receive. You further understand and acknowledge that you risk losing all or part of the money you have invested. Please refer to the Risk Disclosure on risks associated with the use of our Web site. You shall also review every investment for any specific investment, business, industry and other risks that may apply to that investment.

(6) You warrant and represent to us, and acknowledge that our provision to you of access to our Web site is premised in part on our reliance on your representation and warranty, that all information you have provided to us is true, current and correct as of that date.

(7) You warrant and represent to us that you acknowledged that except for suitability obligations and other obligations under securities law or unless P2P Financial Inc., doing business as The OCMX, (“The OCMX”) has expressly stated:

(a) You are solely responsible for all investment decisions you make in respect of any of your Offering Contracts;

(b) We do not verify the assets, liabilities, income or expenditure, employment and occupation or other information provided by Issuers in Securities Offerings;

(c) The Issuer’s income, employment, business model and all other information is self-reported and such information provided by the Issuer is not verified by The OCMX; and

(d) We do not verify any statements by Issuers as to how investment proceeds are to be used and we do not confirm how investment proceeds were indeed used.

3.2 The OCMX’s Representations and Warranties

(1) We represent and warrant to you that to the best of our knowledge, The OCMX complies in all material respects with applicable laws.

(2) If applicable laws change such that our Web site no longer complies on a material basis with such applicable laws, we will, in our sole discretion, and on a best efforts basis, attempt to amend the service in order to comply.

(3) While we would review whether the investment is suitable for you, your decision to invest and enter into any Offering Contract is entirely your independent decision.

(4) We do not warrant or guarantee that you will receive any rate of return, any dividend, any principal, any interest, any payment, or any minimum amount of principal or interest on any investment made through any Offering Contract. The amount you receive on your investment is wholly dependent upon the Issuers’ performance.

(5) We do not guarantee any investment obtained through our Web site and do not act as a guarantor of any investment payment or repayments by any Issuer.

ARTICLE 4 – SECURITIES OFFERING PROCESS

4.1 Process Acknowledgement You hereby acknowledge that:

(1) The Issuer is solely responsible in disclosing all material information (including forward-looking information) without any omissions or misrepresentation.

(2) The information in the Securities Offering will be integrated into the Offering Contract or Offering Disclosure Form, which will be provided to you.

(3) The OCMX has the right, in our sole discretion, with or without cause, to remove and cancel any Securities Offering for any reason whatsoever from our Web site.

(4) The Securities Offering will be posted on our Web site for a limited period of time as determined by The OCMX (“Offering Period”). During that Offering Period, Investors will be able to submit their Offers to the Issuer. During and at the end of the Offering Period, the Issuer will be able to accept any of the offers submitted by Investors or to cancel the Securities Offering.

4.2 Before the End of the Offering Period if, before the end of the Offering Period, we reasonably determine that the Securities Offering:

(a) contains materially inaccurate information (including, but not limited to, unintended inaccuracies resulting from errors by The OCMX, inaccuracies in regards to the business and its financial information, or inaccuracies resulting from changes in the credit profile between the date the Securities Offering is posted and the date the Securities Offering is to be funded), or was posted illegally, or

(b) violates any applicable laws, or

(c) otherwise is inconsistent with this Agreement, we may remove the Securities Offering from our Web site.

4.3 No Guarantee except for suitability obligation and other obligations under securities law, P2P Financial Inc., doing business as The OCMX, (“The OCMX”) does not warrant or guarantee that any Securities Offering will be a suitable investment for you or will reflect your investment goals in the future, as your personal and financial circumstances may change.

4.4 Direct Contact

(1) You acknowledge and hereby agree not to contact the Issuer of the Securities Offering directly without the express consent of The OCMX. Any direct contact with the Issuer without the express consent of The OCMX will be deemed to be a material breach of this Agreement.

(2) You may contact the Issuer and ask any question through The OCMX.

ARTICLE 5 – INVESTOR OFFERING PROCESS

(1) You can submit an Offer to the posted Securities Offering and state the proposed terms and conditions during the Offering Period.

(2) Since the Issuer can receive multiple offers from multiple Investors at various rates, the Issuer can accept or decline any offer any time during the Offering Period.

(3) You may withdraw any Offer before it is accepted. If the offer is declined, it will be withdrawn automatically.

(4) After an Offer is accepted by the Issuer, The OCMX will help prepare official documents and forms and then help facilitate their execution. However, before any agreements and forms are presented to the Issuer for signing, you must first open an account with The OCMX and transfer the offered funds into the said account.

(5) You will have a right to cancel any agreement to purchase securities within 2 business days after signing any such agreement and thereby have your funds returned.

(6) Furthermore, we do not warrant or guarantee that:

(a) Any of your Offers will be accepted by any Issuer,

(b) Any Securities Offering will not be cancelled before the Offering contract is signed,

(c) Any acceptance of any Offer will result in signing any Offering Contract,

(d) Other Investors will not offer a better Offer than your Offer; and

(e) The Issuer will perform as agreed.

ARTICLE 6 – OFFERING CONTRACTS

(1) After any of your Offers is accepted by any Issuer, The OCMX will help prepare documents and forms and help facilitate their execution. You should review those documents and make sure you understand your rights and obligations.

(2) You may not sell, transfer, assign, set over or convey your right, title or interest in any Offering Contract, or pledge or in any way convey a security interest in any Offering Contract.

(3) Before all required documents, agreements, and forms are executed by you and an Issuer, The OCMX will collect funds from you and will hold them in trust. You have a statutory power to cancel the agreement to purchase securities within 2 business days after signing it. The OCMX will hold the funds in its trust account. When the two day cancellation right lapses, we will disburse all proceeds to the Issuer after deducting our fees as agreed with the Issuer. You hereby agree that any interest earned, if any, on the funds in the trust account shall be the property of The OCMX.

ARTICLE 7 – OUR RIGHT TO VERIFY INFORMATION AND CANCEL ANY SECURITIES OFFERING

(1) If we reasonably determine that a Securities Offering contains any materially inaccurate information or misrepresentation (including but not limited to unintended inaccuracies, inaccuracies resulting from errors by The OCMX, or inaccuracies resulting from changes in credit information) or was posted illegally or in violation of any laws, for purposes of fraud or deception, or otherwise in a manner inconsistent with the Terms of Use or any registration agreement, we may refuse to post the Securities Offering, or, if the Securities Offering has already been posted, remove the Securities Offering from the Web site.

(2) If anyone notifies us in writing that a Securities Offering may be inaccurate or fraudulent, we will explore the allegation, using commercially reasonable efforts.

(3) Despite our right to verify information and cancel Securities Offerings, you acknowledge that we are not required to do so and that you shall proceed on your own judgment.

(4) You acknowledge and agree that:

(a) You are solely responsible for all investment decisions you make in respect to any security listed on our Web site;

(b) We do not provide you with any investment advice, any recommendation, any opinion or otherwise with respect to any Securities Offering online by posting information on our website. You must contact us directly if you wish to obtain one;

(c) We do not verify the assets, liabilities, income or expenditure, business model, employment and occupation or any other information provided by Issuers in Securities Offerings;

(d) The information provided by the Issuer is self-reported;

(e) We do not verify any statements by Issuers as to how investment proceeds are to be used and we do not confirm how investment proceeds were used.

ARTICLE 8 – NOT OFFERING ANY ADVICE:

The OCMX provides information for informational and disclosure 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 regard 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. In order to open an account with The OCMX, you will be required to complete an account application form first, and then make an initial deposit and then provide all necessary information and documents as requested by an Officer of The OCMX. Furthermore, you agree that any ability to access, sign up to, become a member, create a profile, receive emails, create or make posts to the Web site, reply to posts on the Web site, use any tool on the Web site, subscribe to, or otherwise read, use, or view this Web site and its services in no event shall be considered to be an encouragement to leave your current business or service provider or a solicitation to transfer any existing account of any kind to The OCMX or to any of its principals, directors, or officers.

ARTICLE 9 – THIRD PARTY PRODUCTS AND SERVICES You hereby acknowledge that:

(1) From time to time we may feature products and services provided by third parties on our Web site. You have the option of agreeing to accept these promotional materials provided by third parties.

(2) You will not be required to purchase any third party products offered by The OCMX and can do so solely at your own discretion.

ARTICLE 10 – SECURITIES LAWS REQUIREMENTS

(1) You acknowledge that under securities laws

(i) the Offering Contract is considered to be a “security”,

(ii) the Issuer is considered to be the sole “issuer” of that “security”, and

(iii) the information in the Securities Offering posted by the Issuer will be integrated into Offering Contract or Offering Disclosure Form, which may be considered their offering memorandum. Consequently, securities laws apply to all aspects of any of your transactions.

(2) You hereby represent to The OCMX that you qualify as an accredited investor under the accredited investor exemption as defined under Canadian Securities regulators’ National Instrument 45-106.

(3) Securities laws provide you as an Investor a right of action or a right of rescission against Issuers, as issuers of securities, if there is a misrepresentation in the Securities Offering or Offering Disclosure Form. You acknowledge that you will carefully review all the documents and timely assert your rights if there is any misrepresentation and false information provided to you. You also acknowledge that no relief will be available if you invest with knowledge of the misrepresentation.

(4) Securities laws require that any material forward-looking information shall be disclosed in the Issuers’ offering memoranda and that any such material forward-looking information disseminated must only be that which is set out in the offering memoranda. You acknowledge and agree that you will notify us if some additional material forward-looking information was provided to you, but not disclosed in the Offering Contract or Offering Disclosure Form.

(5) You hereby authorize us to collect and submit certain personal information (including your name, address, telephone number and total amounts obtained by you) to the securities regulatory authorities on your behalf and on behalf of The OCMX. This information is being collected on behalf of and used by the applicable securities regulatory authorities, or, where applicable, the regulators under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. In Ontario, you can contact the Ontario Securities Commission for more information by mail: Ontario Securities Commission, Administrative Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or by phone: (416) 593-3684.

(6) You hereby acknowledge that no securities regulatory authority has approved or expressed an opinion about any Offering Contract or any security, which may be offered on the The OCMX Web site.

(7) You hereby acknowledge that The OCMX acts as an Agent for you and for the Issuer for the purposes of entering into Offering Contracts and, as such, is acting for two principals (that is you and an Issuer) simultaneously, whose respective interests in respect of any Offering Contract may diverge.

(8) You hereby agree that each Securities Offering you choose to consider is a unique security and may not be suitable investment to you; and that The OCMX does not provide investment advice or recommendations to you concerning your proposed investment. You hereby acknowledge that you alone are responsible for your decision to offer financing to a particular Securities Offering or to buy any particular security.

ARTICLE 11 – PRIVACY

(1) We are committed to protecting your privacy. Our practices and policies with respect to the collection and use of personal information are governed by our Privacy Policy and by applicable laws. The terms of the Privacy Policy are incorporated into this Agreement by reference.

(2) We may collect and use your personal information as set out in our Privacy Policy.

(3) You acknowledge that under certain circumstances, we may have a legal duty or right to disclose your personal and other information.

(4) You acknowledge that we may share your information, including but not limited to your name, address and transaction information, with such governmental or regulatory parties or such other bodies as may be required by our regulators or licensors and such governmental or regulatory parties will be subject to different privacy and confidentiality policies and legal requirements.

ARTICLE 12 – RESTRICTIONS

(1) We may in our sole discretion, with or without cause and with or without notice, restrict your access to the Web site.

ARTICLE 13 – PROHIBITED ACTIVITY

(1) You agree that you will not do the following in connection with any Securities Offerings or Offer:

(a) misrepresent your identity, or describe, present or portray yourself as a person or entity other than yourself;

(b) represent yourself to any person, as a representative, employee, or agent of The OCMX or any of its affiliates or subsidiaries, or purport to speak to any person on behalf of The OCMX or any of its affiliates or subsidiaries;

(c) contact Issuers in ways other than as authorized under this Agreement or by The OCMX;

(d) publish, share or otherwise disclose your password to others;

(e) publish, share or otherwise disclose any information, business secrets, images, or otherwise from any Securities Offering to any other person, entity, or party except for the purposes of making an investment decision with respect to the Securities Offering in question;

(f) post, upload, publish, display, transmit, share, store or otherwise make or attempt to make publicly available on our Web site or on any other Web site, or in any email, blog, forum, medium or other communication of any kind, any private or personal information of any other Registered User, visitor or other third party, including, without limitation, names, addresses, phone numbers, email addresses, social insurance numbers, driver’s license numbers, bank account or credit card numbers, photos or videos, whether or not such private or personal information is displayed on or ascertainable from the Web site, or obtained or obtainable from sources unrelated to our Web site (such as from a “Google search” or other online research);

(g) post, upload, publish, display, transmit, share, store or otherwise make or attempt to make available on the Web site any material

(i) that infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;

(ii) that violates Applicable Laws;

(iii) that is defamatory or libelous;

(iv) that is lewd, hateful, violent, pornographic or obscene;

(v) that violates any laws regarding unfair competition, antidiscrimination or false advertising;

(vi) that promotes violence or contains hate speech;

(vii) that contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;

(h) violate any laws including but not limited to, the Interest Act, the Criminal Code, federal and provincial privacy laws and regulations; and

(2) We may in our sole discretion, remove material from any Securities Offering or Offer, posting or other transaction on our Web site that we in our unfettered discretion believe is contrary to this Article.

(3) You acknowledge that you may have personal liability if you fail to safeguard your Display Name, email, or password.

(4) You hereby agree to alert The OCMX immediately if you identify any fraudulent activity in connection with our Web site.

ARTICLE 14 – TERMINATION

(1) If you do not have any Offer outstanding or any Offering Contract in the process of being executed, you may terminate this Agreement and cancel your registration at any time. When you enter into any Offering Contract, you can cancel it in writing without any penalty within 2 business days for any reason or within 180 days if the Offering Contract or Offering Disclosure Form had material misrepresentation by the Issuer.

(2) Any Offering Contracts you have entered into prior to the effective date of termination shall remain in full force and effect in accordance with their terms and the terms of this Agreement.

(3) You acknowledge that notwithstanding the termination of this Agreement, if within one year after the Agreement termination date, the Issuer arranges a sale or distribution of the securities to or arranges financing from any of the Investors who were registered with us during the same time as the Issuer was registered with us and had any Securities Offering outstanding, the Issuer will still have to pay any applicable fees to The OCMX upon entering into such agreement in regards to the purchase, sale or distribution of any security.

(4) The OCMX can terminate this Agreement for any reason after providing you a notice of such termination.

ARTICLE 15 – INDEMNIFICATION

15.1 The OCMX Indemnification

(1) The OCMX will indemnify you for any claim made against you as a result of The OCMX failing to comply with applicable legislation, including applicable securities legislation or The OCMX’s contractual obligations.

(2) Notwithstanding Section 17.2(1) above, The OCMX shall not be obligated to indemnify you against any claims, losses, liability or expense (including, without limitation, costs, charges, legal fees and disbursements) that you may suffer or incur as the result of or based upon any negligent act or omission, willful misconduct or fraudulent action on your part.

(3) The OCMX shall not be obligated to indemnify you against any claim, losses, liability or expense (including, without limitation, costs, charges, legal fees and disbursements) that you may suffer or incur as the result of or based upon any error, omission or inaccuracy in an Issuer’s credit report, credit score, credit history, credit information, or any other Issuer Information resulting from errors or omissions of a credit reporting agency.

ARTICLE 16 – OUR RIGHT TO MODIFY TERMS AND INFORMATION SUPPLIED BY YOU

You authorize us to correct clerical errors or remove information appearing in the information you provide on our Web site, including the information provided in your Offer, without notice to you, although we expressly undertake no obligation to identify or correct such errors or remove any private or sensitive information.

ARTICLE 17 – ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto and supersedes all previous agreements and understandings, whether oral or written, express or implied, with respect to the subject matter of this Agreement. Any amendment shall be effective upon posting such amended Agreement on the Web site or otherwise delivered to you. You understand and agree that your continued use of the Web site after we have posted any amended Agreements constitutes your acceptance of the amended Agreement. The parties agree that a facsimile or any other electronic transmission or posting to this Web site of this Agreement shall constitute an original and legally binding document.

ARTICLE 18 – NOTICES

All notices and other communications under this Agreement shall be given by email to your registered email address, and shall be deemed to have been duly given and effective upon transmission. If your registered email address changes, you must notify The OCMX by sending an email to info@optimizecapitalmarkets.com or by calling us.

ARTICLE 19 – NO WARRANTIES

Except for the representations contained in this Agreement and implied warranties under applicable laws, neither you nor we make any representations or warranties to one another.

ARTICLE 20 – LIMITATION ON LIABILITY

In no event except for our suitability obligation and other obligations under securities law shall either you or we be liable to one another for any lost profits including special, exemplary, consequential or punitive damages, even if informed of the possibility of such damages. You further agree that in no event shall The OCMX be liable or responsible in any manner for any direct, indirect, special, incidental or consequential damages, however caused, resulting from any investment you made in any Securities Offering listed on our Web site. You hereby agree that The OCMX’s total liability under or arising out of this Agreement shall be limited to the aggregate amounts paid or due and owing by you to us hereunder.

ARTICLE 21 – LANGUAGE

The parties acknowledge that they have requested that this Agreement be prepared in English. Les parties reconnaissent avoir exigé que la présente et tous les documents connexes soient rédigés en anglais.

ARTICLE 22 – DOCUMENTS INCORPORATED BY REFERENCE

The following documents and policies are incorporated by reference into this Agreement:

(1) Terms of Use,

(2) Privacy Policy,

(3) Risk Disclosure.

ARTICLE 23 – APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, regardless of the laws that might otherwise govern under applicable Ontario principles of conflicts of law. Any action, suit, or proceeding relating to this Agreement shall be brought only in the courts, provincial or federal, located in Toronto, Ontario, Canada, and the parties hereby consent to the exclusive personal jurisdiction of such courts.

ARTICLE 24 – GENERAL

(1) You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person. Any such assignment, transfer, sublicense or delegation in violation of this Article shall be null and void. This Agreement enures to the benefit of and binds you and us and our respective heirs, executors, administrators, personal and legal representatives and successors.

(2) Any waiver of a breach of any provision of this Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.

(3) In this Agreement words importing the singular number only shall include the plural and vice versa, words importing a specific gender shall include the other genders, and references to persons shall include individuals, partnerships, trusts, associations, unincorporated organizations and corporations. The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of this Agreement.

(4) For every provisions of this Agreement, time shall be of the essence.

(5) If any provision in this agreement is determined to be unenforceable, such provision shall be severed from the agreement, and the remaining provisions shall continue to be given in full force and effect.

(6) The provisions under the heading and before Article 1 form an integral part of this Agreement.

(7) The division of this Agreement into Articles and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

ARTICLE 25 – CONFIRMATION

You agree that you have read, understand and agree to the terms and conditions of this Agreement and all documents incorporated by reference, as may be amended from time to time by The OCMX in its sole discretion.