TERMS AND CONDITIONS

Agora Financial Services

THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING AN AGORA-ECLIENT SITE OR ENGAGING IN ANY SERVICES WITH AGORA-ECLIENT.

INTRODUCTION
Welcome to the Internet sites of Agora Financial Services and its branded operating division "AGORA-ECLIENT".   Agora Financial Services is known as "AGORA-ECLIENT" for  the purposes of These Terms and Conditions.  These Terms and Conditions apply to all AGORA-ECLIENT Internet sites which reference these Terms and Conditions  By using a AGORA-ECLIENT Site, or any of the products or services (collectively the "Services") available on a AGORA-ECLIENT Site, you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular AGORA-ECLIENT Site or Service, all as may be modified by AGORA-ECLIENT from time to time in its sole discretion (collectively the "Terms and Conditions"). If you do not agree with these Terms and Conditions, you may not use a AGORA-ECLIENT Site or any of the Services on a AGORA-ECLIENT Site.

Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check periodically for changes. Your continued use of a AGORA-ECLIENT Site following the posting of any changes to these Terms and Conditions will mean you accept those changes.

PRIVACY
For information on how user information is collected, used and disclosed by AGORA-ECLIENT in connection with your use of a AGORA-ECLIENT Site and any of the Services, please consult our Privacy Policy.

REGISTRATION, ACCOUNTS and PASSWORDS
Certain of the Services and related features made available on a AGORA-ECLIENT Site may require registration or subscription. Should you choose to register or subscribe for any such Services or related features, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or subscription on a AGORA-ECLIENT Site, and (b) all activities that occur under such password or account. Further, you agree to notify AGORA-ECLIENT of any unauthorized use of your password or account. AGORA-ECLIENT shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section.

RESTRICTIONS ON USE OF MATERIALS
All material, information and content (collectively "Content") available on a AGORA-ECLIENT Site, including the manner in which such Content is presented, and the Services are: Copyright 2003 Agora Financial Services its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. AGORA-ECLIENT grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a AGORA-ECLIENT Site or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.

TRADEMARKS
 All product, brand and company names and logos used or mentioned on a AGORA-ECLIENT Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a AGORA-ECLIENT Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.

USER CONDUCT
In consideration of the availability, and your use, of a AGORA-ECLIENT Site or any of the Services, you agree to comply with all applicable laws and these Terms and Conditions when using such AGORA-ECLIENT Site or Service. You acknowledge that AGORA-ECLIENT may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to:

• post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a AGORA-ECLIENT Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a AGORA-ECLIENT Site, any of the Services, or the Internet;
• post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a AGORA-ECLIENT Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a AGORA-ECLIENT Site, any of the Services, or the Internet;
• post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
• post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.

FORUMS AND CONTENT SUBMISSIONS
By uploading materials to any chat board or forum available on a AGORA-ECLIENT Site (collectively "Forums") or otherwise submitting any materials to us through any other content generating or submitting Service on a AGORA-ECLIENT Site, you automatically grant (or warrant that the owner of such materials expressly grants) AGORA-ECLIENT a world-wide, perpetual, royalty-free, irrevocable and nonexclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the limited purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.

DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) A AGORA-ECLIENT SITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT AGORA-ECLIENT MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) AGORA-ECLIENT SPECIFICALLY MAKES NO WARRANTIES THAT A AGORA-ECLIENT SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A AGORA-ECLIENT SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

PROFESSIONAL INFORMATION DISCLAIMER
The AGORA-ECLIENT Sites may make available certain information provided by third parties related to various professional fields such as, without limitation  law, accounting and financial planning and investments (the "Professional Information"). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of a AGORA-ECLIENT Site does not replace consultations with a legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that AGORA-ECLIENT, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.

FINANCIAL INFORMATION DISCLAIMER
The Content (including any facts, views, opinions, recommendations, description of, or references to, products or securities) made available by AGORA-ECLIENT through a AGORA-ECLIENT Site or any of the Services is: (a) for information purposes only; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by AGORA-ECLIENT; and (c) not necessarily reflective of the views or policy of AGORA-ECLIENT, including the publisher, contributors and staff of, and advertisers on, a AGORA-ECLIENT Site. You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by AGORA-ECLIENT. You should apply your own judgment in making any use of any Content, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. AGORA-ECLIENT DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATION SOURCE.

You acknowledge that AGORA-ECLIENT or its affiliates may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a AGORA-ECLIENT Site. The views and opinions expressed on a AGORA-ECLIENT Site are not intended to constitute a description of securities bought, sold, or held on behalf of AGORA-ECLIENT nor an indication by AGORA-ECLIENT of any intention to buy, sell, or hold any security.

DISCLAIMER REGARDING SEARCH CONTENT
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works and any other works (the "Multimedia Content") located through a AGORA-ECLIENT Site's search services are protected by copyright and/or other intellectual property laws. AGORA-ECLIENT does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside a AGORA-ECLIENT Site, all of the Multimedia Content contained on such sites is owned and served by entities other than AGORA-ECLIENT. AGORA-ECLIENT provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through a AGORA-ECLIENT Site's search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.

MONITORING
You acknowledge that AGORA-ECLIENT has no obligation to monitor a AGORA-ECLIENT Site or any content accessible through a AGORA-ECLIENT Site or any of the Services. However, you agree that AGORA-ECLIENT has the right to monitor a AGORA-ECLIENT Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate a AGORA-ECLIENT Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy.

MODIFICATIONS
AGORA-ECLIENT reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on a AGORA-ECLIENT Site. Please check these Terms and Conditions regularly for updates by checking the date of "Last Update" at the top of this document. If any change is not acceptable to you, you must discontinue your use of a AGORA-ECLIENT Site and any of the Services immediately. Your continued use of a AGORA-ECLIENT Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, AGORA-ECLIENT reserves the right to change, modify, suspend or discontinue any aspect of a AGORA-ECLIENT Site, Services or Content from time to time without notice or liability and for any reason whatsoever.

CONTENT LINKED TO A AGORA-ECLIENT SITE
Please exercise discretion while browsing the Internet. Please note that certain links on a AGORA-ECLIENT Site may take you to other websites. AGORA-ECLIENT provides these links only as a convenience and not as an endorsement by AGORA-ECLIENT. These linked sites are not necessarily under the control of AGORA-ECLIENT. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. AGORA-ECLIENT is not responsible for the content of any such linked sites or any other web page which is not part of a AGORA-ECLIENT Site and under AGORA-ECLIENT's control. Unless otherwise expressly provided, AGORA-ECLIENT makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that AGORA-ECLIENT will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a AGORA-ECLIENT Site.

DEALINGS WITH THIRD PARTIES You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a AGORA-ECLIENT Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. AGORA-ECLIENT assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be your's alone. You agree that AGORA-ECLIENT shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.

SUBSCRIPTION/FEE BASED SERVICES Certain of the Services made available on a AGORA-ECLIENT Site may be offered by AGORA-ECLIENT on a payment basis (a "Subscription Service"). Subscription Services may be offered by AGORA-ECLIENT on a prepaid usage basis or on a periodic subscription ("Subscription") basis. Should you choose to purchase a Subscription Service, you will be required to register as described above, and you will be assigned an account for such Subscription Service (the "Subscription Service Account") based on the information you provide as part of the registration process. You agree to pay all the fees applicable for such Subscription Service you incur through your Subscription Service Account, including any fees associated with the use of such Subscription Service together with all applicable taxes (the "Fees"). Unless otherwise indicated on the relevant Subscription Service description page (the "Subscription Service Description"), the Fees for a Subscription Service purchased through your Subscription Service Account are chargeable immediately (and at the beginning of each renewal period for periodic Subscription Subscription Services) to the credit card, bank account or the designated mutual fund you designated for the particular Subscription Service Account or through such other billing process as applicable. All Fees are non-refundable. AGORA-ECLIENT reserves the right to change the amount of, or basis for determining, any Fees for a Subscription Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages related to the use of the Subscription Service.

Please note that Subscription Subscription Services renew automatically at the end of the relevant period as set out in the applicable Subscription Service Description and Fees in respect of each such renewal shall be based on the then current rate for the particular Subscription Subscription Service. You may terminate your subscription at any time, which termination will only be effective at the end of the whole of your subscription period.

By registering for a Subscription Service, you warrant that: (a) you are of the age of majority in the jurisdiction in which you reside, (b) all information you submit is true and correct (including without limitation all credit card, bank account or the designated mutual fund information), and (c) you are the cardholder of the credit card, bank account or the designated mutual fund you designated for your Subscription Service Account.

In consideration of the availability, and your use, of a Subscription Service, you acknowledge and agree: (a) to these Terms and Conditions, including without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Subscription Service Description, (b) that you are solely responsible for all acts or omissions that occur through your Subscription Service Account, (c) that the Subscription Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Subscription Service, including any coupons or credits related to same for any commercial purposes whatsoever, (d) that AGORA-ECLIENT reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Subscription Service, and (e) that AGORA-ECLIENT reserves the right to suspend or terminate your Subscription Service Account and your use of a Subscription Service at any time, including without limitation, where AGORA-ECLIENT has determined, in its sole discretion, that your use of the Subscription Service is, or was, in breach of these Terms and Conditions. Any such termination by AGORA-ECLIENT shall be in addition to and without prejudice to such rights and remedies as may be available to AGORA-ECLIENT, including injunction and other equitable remedies. Your ability to use the Subscription Service is also subject to any limits established by AGORA-ECLIENT or by your credit card, bank account or the designated mutual fund issuer. If Fees cannot be charged to your credit card, bank account or the designated mutual fund or your charge is returned for any reason, including chargeback, AGORA-ECLIENT reserves the right to either suspend or terminate your Subscription Service Account and your access to the Subscription Service.

SUBSCRIPTION TERM

Annual Subscription: The term of your subscription commences on the date on which you are first provided access to the Planning Services.  Your paid subscription shall automatically commence and shall continue, unless properly terminated, for a period of one (1) year and AGORA-ECLIENT shall automatically bill your credit card, bank account or the designated mutual fund for your annual subscription fee for the Subscription Service and any applicable sales tax . Thereafter, unless you give written notice of your desire not to renew at least thirty (30) days prior to the end of the then-current term, your subscription shall automatically renew for additional terms of one (1) year and AGORA-ECLIENT shall automatically bill your credit card, bank account or the designated mutual fund for your annual subscription fee for the Subscription Service and any applicable sales tax.

Monthly Payments: Unless you give written notice of termination to AGORA-ECLIENT prior to receiving initial access, AGORA-ECLIENT will begin billing your credit card, bank account or the designated mutual fund for monthly fees for the Subscription Service and any applicable sales tax on the date on which you are first provided access to the Planning Service. AGORA-ECLIENT will continue to bill your credit card, bank account or the designated mutual fund on a monthly basis until the end of your term and thereafter, unless you give written notice of your desire not to renew at least thirty (30) days prior to the end of the then-current term, your subscription shall automatically renew for additional terms of one (1) year and AGORA-ECLIENT shall automatically bill your credit card, bank account or the designated mutual fund

PAYMENT

All subscription fees, together with applicable taxes, are payable in advance in Cdn Dollars. As a subscriber to the Planning Services, you agree that we are permitted to charge your credit card, bank account or the designated mutual fund, for your applicable subscription fee, any applicable sales tax and any other charges you may incur in connection with your use of the Planning Services. The subscription fee will be billed at the beginning of your subscription and on each renewal thereafter unless and until you terminate your subscription as provided herein.

Your subscription for the Planning Services will be automatically renewed on a yearly basis, as applicable. For your convenience, AGORA-ECLIENT will charge your applicable subscription fee to the credit card, bank account or the designated mutual fund you provide during registration. Your subscription will automatically renew for successive yearly subscriptions, as applicable, without prior notice to you, unless and until your subscription is terminated. You must terminate your subscription before it renews in order to avoid billing of subsription fees to your credit card, bank account or the designated mutual fund.

All charges to you are exclusive of any provincial or federal sales, use, or similar texes. If any such taxes are applicable, they shall be charged to you.

Authorization to Charge You. Upon receiving authorization from the issuer of your credit card, bank account or the designated mutual fund to complete the transaction, AGORA-ECLIENT will deliver the services for you the name, website URL or other identifier of the AGORA-ECLIENT supplier will appear on your credit card, bank account or the designated mutual fund statement for your reference.

Your Rights Regarding this Transaction. AGORA-ECLIENT is the merchant of record for this transaction. As such, you are entitled to all of the rights and privileges of a credit card, bank account or the designated mutual fund holder including the right to dispute the transaction through the issuer of your credit card, bank account or the designated mutual fund. In addition, in the event that you do not receive the goods or services or they are materially different than that which was represented on the supplier's website, AGORA-ECLIENT will reimburse you by issuing an appropriate credit to your credit card, bank account or the designated mutual fund. The foregoing undertaking is specifically conditioned upon the following: (i) no services were delivered, (ii) that you have cooperated in good faith with AGORA-ECLIENT and the supplier in an effort to resolve the problem; (iii) that you have requested reimbursement from AGORA-ECLIENT within thirty (30) days of the date of the transaction in question; and (iv) that the transaction does not relate to items that have been delivered in digital form.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless each of AGORA-ECLIENT, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a AGORA-ECLIENT Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of a AGORA-ECLIENT Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a AGORA-ECLIENT Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL AGORA-ECLIENT, INCLUDING ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER AGORA-ECLIENT HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF A AGORA-ECLIENT SITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO A AGORA-ECLIENT SITE OR ANY OF THE SERVICES.

You expressly acknowledge that AGORA-ECLIENT has entered into this agreement, and has and will make a AGORA-ECLIENT Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and AGORA-ECLIENT. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.

GOVERNING LAW/JURISDICTIONAL ISSUES
All AGORA-ECLIENT Sites and Services are controlled, operated and administered by AGORA-ECLIENT from its offices within Canada. AGORA-ECLIENT makes no representation or warranty that a AGORA-ECLIENT Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a AGORA-ECLIENT Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a AGORA-ECLIENT Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.

ARBITRATION AND ACTIONS
Any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any AGORA-ECLIENT Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. You agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

TERMINATION
You acknowledge and agree that AGORA-ECLIENT, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, a AGORA-ECLIENT Site or any of the Services, and remove and discard any information or content related to a AGORA-ECLIENT Site or any of the Services (and your use thereof), for any reason, including where AGORA-ECLIENT believes that you have violated any of these Terms and Conditions. You further agree that AGORA-ECLIENT shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a AGORA-ECLIENT Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of AGORA-ECLIENT in operating a AGORA-ECLIENT Site or any of the Services, your sole and exclusive remedy is to discontinue using a AGORA-ECLIENT Site or any of the Services.

SUBMISSION OF IDEAS AND/OR SUGGESTIONS
AGORA-ECLIENT is always improving its websites and Services and developing new features. If you have ideas and/or suggestions regarding improvements or additions, we would like to hear them - but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO AGORA-ECLIENT BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO AGORA-ECLIENT, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO AGORA-ECLIENT THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT AGORA-ECLIENT IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY AGORA-ECLIENT, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

GENERAL PROVISIONS
This agreement is personal to you, and you may not assign your rights or obligations to anyone. These Terms and Conditions constitute the entire agreement between AGORA-ECLIENT and you pertaining to your use of a AGORA-ECLIENT Site, Services and Content and supercede any prior agreements between you and AGORA-ECLIENT with respect to the subject matter hereof. AGORA-ECLIENT's failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms and Conditions shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. The parties have required that these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.