Coniquity is the registered name of an limited liability corporation entity registered in the Province of Ontario, and shall be referred to as “Coniquity” from this point forward.  Coniquity and its domestic and international subsidiaries (“Coniquity”, “us”, or “we”) operates a number of websites including coniquity.com and its affiliated websites and webpages (collectively, the “Site”) and/or their affiliated websites webpages and mobile application (collectively, the “Platform”).These Terms of Use set forth the legally binding terms for your use of the Site and the Platform. By accessing or using the Site and/or Platform, you are accepting these Terms of Use (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use (on behalf of yourself or the entity that you represent). You may not access or use the Site and/or Platform or accept these Terms of Use if you are not at least 18 years old. If you do not agree with these Terms of Use, do not access and/or use the Site or the Platform.  By using the Site or the Platform, you are agreeing to be bound by these Terms of Use.1. Laws and Regulations. Access to and use of the Site and the Platform are subject to all applicable international, federal, provincial, state and local laws and regulations. You agree not to use the Site or the Platform in any way that violates any such laws or regulations.2. Personal Data. In order to access some of the features on the Site, and as a result of using the Platform, you will be required to provide certain information and personal data. By providing this data, you agree that all information provided is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. You also grant us the right to disclose to third parties certain data about you. The information we obtain through your use of the Site and/or Platform is subject to and will be used solely in accordance with our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.3. Content. Certain types of Content may be made available to you and other users through the Site and the Platform. “Content” as used in these Terms of Use means, collectively, all content hosted on or made available to you through the Site, the Platform or any Third Party Sites (as defined in Section 11 below), including but not limited to any documents, articles, images, photos, videos, data, audio or text, and any modifications or derivatives of the foregoing. “User Content” as used in these Terms of Use means, collectively, all Content that you upload on or through the Site or the Platform. You understand that all Content other than User Content is provided by us to you for your personal, informational and non-commercial use only. We do not provide tax, legal or accounting advice and no Content is or is meant to act as a substitute for tax, legal or accounting advice. You understand that we are not responsible for the accuracy, usefulness, safety, appropriateness of, or verification of non-infringement of any intellectual property rights of or relating to any Content and/or User Content. Although all users of the Site and Platform must agree to these Terms of Use, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene Content in violation of these Terms of Use and that you may be involuntarily exposed to such offensive or obscene Content. You hereby waive any and all legal or equitable rights or remedies you have or may have against us with respect to any such consent. It is also possible for others to obtain personal data about you through your use of the Site and/or Platform, including through any User Content that you make available to other users. Anyone receiving or viewing User Content you share with other users may use such User Content for purposes that you did not intend. We are not responsible for any third party use of any personal data that you disclose through your use of the Site and/or Platform.CONIQUITY DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN AND DISCLAIMS ANY AND ALL LOSSES IN CONNECTION WITH THE CONTENT AND USER CONTENT. CONIQUITY DISCLAIMS ALL LOSSES FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SITE AND/OR PLATFORM OR OTHERWISE AND REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT CONIQUITY WAS ADVISED OF THE POSSIBILITY OF ANY SUCH ACTS OR OMISSIONS.4. User Content Restrictions. We have no obligation to accept, display, or maintain any User Content on the Site or Platform. We reserve the right to remove and permanently delete any User Content uploaded by you that violates these Terms of Use (as determined in our sole discretion) without notice. You are and shall remain at all times fully and solely responsible for all User Content that you upload to the Site, Platform and/or any Third Party Sites. You represent and warrant that all User Content that you upload to the Site, Platform and/or any Third Party Sites (i) complies with all applicable laws and regulations; (ii) does not infringe or violate any third party intellectual property rights, moral rights, privacy or publicity rights; and (iii) that you have all necessary rights and authority to upload such User Content to the Site, Platform or applicable Third Party Site.Use of the Site, Platform and/or any Third Party Sites does not replace the need for you to maintain regular data backups or redundant data archives on the User Content. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSSES RELATED TO THE ALTERATION, DESTRUCTION, LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER CONTENT.Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Site, Platform or any Third Party Sites or act in any way that: (i) restricts or inhibits use of the Site, Platform or applicable Third Party Site; (ii) imposes an unreasonably or disproportionately large burden on our Site or Platform infrastructure or the applicable Third Party Site’s infrastructure; (iii) violates the legal or contractual rights of others, including defaming, abusing, harassing, stalking or threatening users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (iv) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; or (v) does not comply with all applicable laws, rules and regulations; or (vi) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening; (c) pornography or obscene material; (d) any virus, worm, trojan horse, or other harmful or disruptive code or component; or (e) anything that encourages conduct that could be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.5. Monitoring. Coniquity may, at its sole discretion, choose to monitor Content and/or User Content for inappropriate or illegal behavior, including through automatic means. Coniquity has no obligation to monitor Content and/or User Content and any monitoring of Content and/or User Content by Coniquity does not limit any of the terms or conditions of these Terms of Use.6.License and Use Restrictions for the Site and Platform. Subject to the terms of these Terms of Use and any other agreement you enter into with Coniquity, Coniquity grants you (and, if applicable, the entity you represent) a non-exclusive, non-sublicensable, non-transferable license to access and use the Site and/or Platform in accordance with these Terms of Use solely for your internal business purposes or the internal business purposes of the entity you represent. No Exclusivity. Coniquity’s provision of access to and use of the Site and Platform is non-exclusive, and nothing in these Terms of Use prevents or limits Coniquity from providing access to and/or use of the Platform to other users.Use Restrictions. The license granted above is subject to the following restrictions:you shall not license, sell, resell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, the Platform or any Content;you shall not modify, publish, transfer, transmit, make derivative works of, disassemble, or reverse compile or reverse engineer any Content, any part of the Site or the Platform or any software used in the operation or delivery of the Site or the Platform;you shall not access the Site and/or Platform or use any Content in order to build any similar or competitive product or service;except as expressly stated in these Terms of Use or any other agreement you enter into with Coniquity, you may not copy, imitate, reproduce, distribute, republish, download, display, post or transmit in any form or by any means (including but not limited to the use of framing or mirrors) any Content or any part of the Site or the Platform without Coniquity’s prior written consent. All copyright and other proprietary notices on any Content or any part of the Site and/or Platform must be retained on any and all copies permitted by Coniquity; andyou shall not use the Site, the Platform or any Content to solicit or provide services to, for, on behalf of, or for the benefit of (a) a natural or legal person that is the subject of sanctions administered by any agency of the Canadian Government, the U.S. Department of State, the European Union (EU), the United Kingdom, or the United Nations (UN); (b) any natural or legal person ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive embargo administered by OFAC (which, as of the date of these Terms of Use, are the Crimea Region of Ukraine, Cuba, Iran, the Democratic People’s Republic of Korea (North Korea), and Syria (the “Embargoed Jurisdictions(s)”), any natural person acting for or on behalf of any person ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or any legal person owned or controlled by, or acting for or on behalf of, any person ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any unaffiliated third parties. 7. Operation of the Site. Coniquity reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof with or without notice to you. You agree that Coniquity will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof. In addition, you acknowledge and agree that Coniquity will have no obligation to provide you with any support or maintenance in connection with the Site.8. Future Use of the Platform. The nature of your access to and use of the Platform will depend on your relationship with Coniquity. The Platform is further described in the documentation and guidelines provided to you by Coniquity either inside the application (e.g. error messages, interface messaging made available by Coniquity, etc.) or through other means (“Documentation”). You must register with Coniquity to obtain valid credentials (i.e., user ID and password) for accessing the Platform. The Platform may only be accessed by permitted users, using valid credentials registered with Coniquity in a manner described in the Documentation.When accessing the Platform, you agree that you will: properly identify yourself using user credentials registered with Coniquity; not misrepresent your identity or authorization to act on behalf of others; not use, misuse or otherwise access the Platform in any way which may impair the functionality of the Platform, the ability of other users to use the Platform, or the ability of Coniquity to deliver products or services to others; not attempt to view, access or copy any material or data other than that to which you have been authorized access; not extract data except as may be permitted by the Documentation or the terms of any other agreement you enter into with Coniquity; correctly identify the sender of all electronic transmissions sent through the Platform; not modify the Platform in any way except as may be permitted by the Documentation; and not send illicit electronic messages in contravention of local or international SPAM Laws. You further agree that you will not attempt to compromise the functionality, security or integrity of the Platform or any infrastructure used in its delivery or assist others in doing so. You shall not perform, or aid others in performing, penetration tests, DDoS attack tests or any kind of security test on the Platform. You also agree to reasonably assist Coniquity upon request in preventing unauthorized access to the Platform.Coniquity reserves the right in its sole discretion to modify the Platform and any components thereof and to edit, add to, or delete any of the Documentation, software, services, data files or other components of the Platform from time to time without prior notice to you.The terms of this Section 8 apply from the moment you access the Platform. The rights and licenses relating to the Platform that are granted to you under these Terms of Use or otherwise shall immediately terminate upon the termination or expiration of your user credentials, and you shall immediately cease using the Platform. Upon termination or expiration of your user credentials, Coniquity shall have no obligation to maintain data input by you using the Platform (including any data relating to your user credentials or profile/account), and may immediately delete any information previously provided by you through the Platform, without notice. 9. Intellectual Property.“Intellectual Property Rights” means all present and future copyrights, works of authorship, trademarks, trade secrets, domain name registrations, patents, patent applications, mask work rights, industrial designs, show-how, know-how, moral rights, economic rights, contract rights, and any other proprietary rights throughout the world recognized by the laws of any country. You acknowledge that the Site and the Platform (and all Intellectual Property Rights therein) are owned by Coniquity or Coniquity’s licensors.Except for the rights granted to you in these Terms of Use and any other agreement you enter into with Coniquity, you shall have no right, title or interest in or to the Platform, the Site, any component(s), revisions, modifications, alterations or derivative works thereof (including, without limitation, the Documentation), or to any Intellectual Property Rights in any of the foregoing. Coniquity and its licensors reserve all rights not granted to you in these Terms of Use.We welcome any feedback or suggestions regarding the Site or the Platform that you provide to Coniquity (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in or to the Site, the Platform or the Feedback. All Feedback will become the sole and exclusive property of Coniquity and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you. You agree to and hereby do assign to Coniquity any and all right, title, and interest in and to any Intellectual Property Rights that you may have in and to any and all Feedback. 10. Indemnification. You agree to defend, indemnify and hold harmless Coniquity, its affiliates, and each of its and their respective employees, contractors, agents, representatives, members, managers, officers, and directors from and against any and all lawsuits, claims, damages, losses, liabilities, costs, and expenses, including but not limited to reasonable attorney’s fees, of any kind or nature (collectively, “Losses”) resulting from or arising out of your use of the Site and/or Platform or your violation of these Terms of Use. Coniquity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Coniquity. Coniquity will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.11. Third Party Sites. We may provide you with access to third party websites or services that are not owned or controlled by us (“Third Party Sites”). Access to Third Party Sites is provided to help you identify and locate other resources that may be of interest to you, to allow you to import or interface with third party applications or services and/or to provide you with guidance relating to our services. Providing access to Third Party Sites is not intended to state or imply that we sponsor, are affiliated or associated with, guarantee, or are legally authorized to use any information, trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the Third Party Sites.We are not responsible for any Losses related to your use of any Third Party Sites or to any errors or omissions in the content of the Third Party Sites. Your use of or reliance on any Third Party Sites is at your own discretion and risk. We have no control over and assume no responsibility for the content, privacy policies, or practices of any Third Party Sites. We do not make any representations or warranties related to the Third Party Sites, their owners or operators, or the product or service offerings of any such owners or operators. You acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on Third Party Sites or any content, products or services available on or through any Third Party Sites.We strongly advise you to read the terms of service and privacy policies of any Third Party Sites that you visit or interact with.12. Security. In order to ensure that the Site and/or Platform remains available to all users, we may monitor network traffic to identify unauthorized attempts to upload or change information, or to otherwise cause damage to the Site and/or Platform. By using the Site and/or Platform, you expressly consent to such monitoring. Unauthorized attempts to modify, alter, deface, destroy, or corrupt any information stored on the Site and/or Platform to defeat or circumvent any security features, to probe, scan or test for vulnerabilities, to breach security or authentication measures, to install or attempt to install unauthorized software, to mount denial-of-service attacks, or to use the Site and/or Platform for reasons other than its intended purposes are expressly prohibited. Such uses may result in criminal prosecution. Any possible criminal activity will be reported, together with any evidence that may be gathered, to the appropriate authorities.13. Disclaimers. YOUR USE OF THE SITE AND/OR THE PLATFORM AND ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SITE, THE PLATFORM AND/OR ANY THIRD PARTY SITES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THESE TERMS OF USE, (A) THE SITE, THE PLATFORM AND ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SITE, THE PLATFORM OR ANY THIRD PARTY SITES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE; AND (B) NEITHER CONIQUITY NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE, THE PLATFORM OR ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SITE, THE PLATFORM OR ANY THIRD PARTY SITES. THIS SECTION 13 DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.14. Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL CONIQUITY, ITS AFFILIATES, OR ANY OF ITS OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (A) YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SITE, OR ANY THIRD PARTY SITES; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE SITE, OR ANY THIRD PARTY SITES; (C) ANY CONTENT OBTAINED FROM THE SITE, THE PLATFORM OR ANY THIRD PARTY SITES; OR (D) ANY UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR USER CREDENTIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.15. General.Changes to Terms of Use. These Terms of Use are subject to occasional revision, and if we make any substantial changes, we may notify you via e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. For existing users, the effective date of these changes will be specified in the notice. For new users, these changes will be effective immediately. You are responsible for providing us with your most current email address. If the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. You acknowledge and agree that it is your responsibility to review these Terms of Use from time to time and to familiarize yourself with any modifications. Continued use of the Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Any future release, update, or other addition to functionality of the Site will be subject to these Terms of Use.Miscellaneous. The descriptive headings in these Terms of Use have been inserted for convenience and shall not limit or otherwise affect the construction or interpretation of these Terms of Use. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision. No provision of these Terms of Use will be deemed waived unless there is a written waiver signed by an authorized Coniquity representative.Assignment. We may assign and/or transfer all or any portion of our rights and obligations under these Terms of Use to any third party without prior notice to you. You shall not assign and/or transfer all or any portion of your rights or obligations under these Terms of Use to any third party without our prior written consent and any such attempted assignment or transfer will be void. No assignment or transfer of all or any portion of any party’s rights and obligations under these Terms of Use will relieve any party of any of its obligations under these Terms of Use. These Terms of Use are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns and transferees.Entire Agreement. Except as expressly stated otherwise in these Terms of Use, these Terms of Use constitute the entire agreement between us and you with respect to your use of the Site and supersede all prior and contemporaneous understandings, advertising, agreements, representations or warranties, whether written or oral, with respect to your use of the Site.ARBITRATION AND CLASS ACTION WAIVER. You agree to first attempt to resolve any disputes with us relating to these Terms of Use in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to these Terms of Use or your use of the Site will be settled by final and binding arbitration in Toronto, Ontario using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the Arbitration Rules and Procedures and Claims involving amounts less than or equal to $250,000 will apply the Arbitration Rules then in effect. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration under these Terms of Use will take place on an individual basis; class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS OF USE, YOU AND CONIQUITY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITE. Notwithstanding the foregoing, you and we will each have the right to bring an action in a court of competent jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable filing, administrative and arbitrator fees will be in accordance with the Court Rules.Governing Law. The validity, interpretation, effect, and enforcement of these Terms of Use are governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws principles.Marks. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. Contact Information. You may contact us regarding these Terms of Use, the Site by mail at 100 King St W, Toronto Ontario M5X 1C9 or https://coniquity.com/appointment-clients