Terms and Conditions of Use

This Website ("Site") is provided to you, as Site user and plan participant ("you"), by Buck Consultants Limited and its agents (together, "Buck"). Your access to and use of this Site is subject to these terms and conditions ("Conditions"). Carefully read these Conditions before proceeding. By accessing this Site and any pages hereof, you acknowledge these Conditions and agree to be bound by them whether or not you have read them.

Plan Rules

For the purposes of this Site, "plan" shall mean the employee securities plan applicable to you as a plan participant.

As a plan participant, you are subject to the rules and terms of the plan. Such rules and terms might limit trading or similar activities. It is your responsibility to review, understand and comply with the rules and terms of your plan. Buck assumes no responsibility in respect of the foregoing.

By clicking "I agree" below, you acknowledge that you have read and understood and agree to comply with the rules and terms of your plan.

All sell orders placed under the automated trade processing web pages will be subject to any plan rules and terms that exist. Rules that affect the availability of securities or the number of withdrawals within a given period, for example, will be controlled by the web pages with messages advising users where a plan rule may be in effect.

Market Conditions

Buck shall incur no responsibility or liability in respect of any market loss or diminution in value of securities. Any sale of securities facilitated by Buck may be at such price or prices and at such time or times for the sale of such securities as are readily available on the open market in Canada and the United States. Buck shall not be liable for the failure to sell the securities at any particular price, time or at all.

Market Hours

Automated trade processing hours are from 9:30 am ET to 4:00 pm ET on business days when the Canadian market and United States market, as applicable, are open. Sell requests made during these hours will be directed to the market upon receipt and filled on a reasonable commercial efforts basis. Sell requests placed after 4:00 pm ET will be held until 8:30 am ET (on the next day when the market is open) at which time they will be directed to the broker who will prepare them for market open at 9:30 am ET. Any sell orders placed on weekends and holidays where the Canadian or United States market is closed will be held until 8:30 am ET on the next day when the applicable market is open at which time they will be directed to the broker who will prepare them for market open at 9:30 am ET.

Types of Orders

Market Orders
A market order is an order to sell at the best available current price. A market order is typically executed immediately provided there are buyers you can sell to in the market. Please note that if you choose to enter a market order outside regular trading hours, the opening price of the security may not reflect its closing price.

Limit Orders
A limit order is an order to sell a security at a specific price for a specific duration. The order can be executed only at the specified price or better. A limit order sets the minimum price you are willing to accept as a seller. An unfilled limit order, in whole or in part, will expire as the market close on the 'good till' date.

Order Timing

Sell orders requested right before 4:00 pm ET will be sent to the market and filled on a reasonable commercial efforts basis.

A market order, or portion of a market order, that does not fill by market close on any given trading day will be cancelled. If you wish to continue with the sell request on the next trading day, you will have to request another sell order representing the amount of the cancelled market order, or cancelled portion of a market order. Market orders may fill in portions throughout any given trading day in amounts known as ‘partial fills’. At the end of a trading day the fill price on all of the partial fills will be averaged providing one average price for that particular trading day.

A limit order that does not fill on any given trading day will remain on the market until the earlier of the day it fills in full or it expires. Limit orders can be placed on the market for 1 to 90 days. If the limit order or any portion of the limit order is not filled by close of market on the ‘good till’ date, it will expire.

Sale Order Status Screen

At all times, the status of your automated trade processing requests will be displayed on the Sale Order Status Screen. The status of your sell order(s) will show upon confirming your order and will reflect various statuses over time until it is either filled, cancelled or expired. The history of all automated trade processing orders will remain on the Order Status Screen in reverse chronological order.

Due to market conditions, your order may not fill completely, may be cancelled, or may expire. Always check the status of your previous orders before placing a new order or cancelling an existing order. Buck assumes no responsibility for the foregoing.

Delayed Pricing

The prices displayed under the automated trade processing web pages are provided on a delayed basis. The delay may be up to 20 minutes in length at times. Market values of plan holdings are updated to reflect the current prices as they are received on cycle.

Commission

Commission rates for security sales through your plan have been negotiated by and are available through your plan sponsor. Orders that fill through a number of partial fills on any given trading day will be collectively subject to one minimum fee. However, a limit order that fills across a number of days will be subject to a minimum fee on each day that a partial fill is executed.

Restrictions

You may be restricted from requesting sell orders if trading in the securities has been suspended for any reason.

Trading Windows

You may be subject to trading blackout periods from time to time due to legal or regulatory restrictions or the rules and terms of your plan. It is your responsibility to request sell orders only during a trading window and not during a blackout period that is applicable to you. Buck assumes no responsibility in respect of the foregoing.

Insider Reporting

You may be required to file insider trading reports as applicable.

No Advice

You will not receive any advice on the sale of shares from Buck or any broker operating under your plan. You are responsible for determining the appropriateness of any sell orders you request under your plan. If you wish to receive advice on the sale of security under your plan you should contact your personal investment advisor, broker or dealer.

Applicable Approvals

You certify that you have received all plan sponsor approvals required for this transaction.

No Legal, Financial, Or Other Advice

The information provided on this Site is not intended to provide or be legal, financial or other advice. Many factors unknown to Buck, as well as your individual circumstances, may affect the applicability of any statement or comment made on this Site. You should not act or rely on any information contained in this Site without consulting a professional advisor. BUCK AND ITS AFFILIATES ARE NOT RESPONSIBLE IN ANY MANNER FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES) WHATSOEVER AND HOWSOEVER CAUSED, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF OR INABILITY TO USE THIS SITE, ITS CONTENT OR ANY LINKS OR SERVICES PROVIDED THROUGH THIS SITE, OR RELIANCE ON LINKS, INFORMATION OR MATERIALS IT CONTAINS TO TAKE ANY ACTION OR MAKE ANY DECISION, OR THE UNAUTHORIZED USE OR REPRODUCTION OF THE CONTENT OF THIS SITE. For the purposes of these Conditions, "Affiliate" means affiliated companies within the meaning of the Business Corporations Act (Ontario) (“OBCA”).

No Warranties or Conditions

This Site may include inaccuracies or typographical errors and ALL INFORMATION AND MATERIALS CONTAINED ON THIS SITE, INCLUDING WITHOUT LIMITATION, PLAN TEXTS AND SUMMARIES, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. BUCK PROVIDES NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, AVAILABILITY, ACCURACY, RELIABILITY, SECURITY AND COMPLETENESS ARISING FROM OR RELATING TO THIS SITE, ITS CONTENT OR ANY LINKS OR SERVICES PROVIDED THROUGH THIS SITE.

Changes

Changes may be made at any time to these Conditions, information and materials contained in and services provided through this Site without prior notice. Your use of this Site on or after any such modification will constitute acceptance of these Conditions, as modified.

Transmission and Security

Internet software or transmission problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on a party's computer. It is not possible to ensure that information will be completely secure as it is being sent over the Internet. Buck will not accept any liability for any loss you may suffer as a result of inaccuracy of or a breach in the security of your information as it is being sent.

Intellectual Property Notice
Copyright© 2011 Buck Consultants Limited. All rights reserved.

Buck or its licensors own the intellectual property rights in the underlying HTML, text, audio clips, compilations video clips and other content that may be made available to you on this Site. Unless otherwise specified, no one has permission to copy, redistribute, reproduce, republish, store in any medium, re-transmit, modify or make public or commercial use of, in any form, the information or any other material found on this Site. Certain names, graphics, logos, icons, designs, words, titles, phrases or other content at this Site may constitute trade names, trade-marks or service marks of Buck or its licensors. The display of any such marks on this Site does not imply the granting of any form of licence to you. All product names mentioned on this Site are the trade-marks of their respective owners. Any unauthorized downloading, re-transmission, or other copying or modification of trade-marks and of the contents of this Site may be a violation of applicable laws.

Privacy Policy

Buck’s personal information practices on this Site are governed by Buck’s privacy policy. Please review this policy and print a copy of this policy for your records. This Site does not intend to target or collect personal information from individuals under the age of majority.

No Endorsement for Links/Software

Hyperlinks to other Internet resources or web sites ("External Site(s)") are meant for your convenience only and are to be used entirely at your own risk. The content, accuracy, opinions expressed, and other links provided by External Sites are not reviewed, investigated, verified, monitored, endorsed, approved or controlled by Buck and its Affiliates. Buck makes no representations whatsoever about any External Site which you may access through this Site. When you access an External Site, such sites are independent from Buck, and Buck has no control and no responsibility over the content on External Sites. In addition, a link to an External Site does not mean that Buck endorses or accepts any responsibility or liability for the content, or use, of such External Site, and any damages in connection with the linking. It is up to you to take precautions to ensure that whatever External Site that you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. Links to External Sites that allow for downloadable software are also for convenience only and Buck accepts no responsibility or liability for any difficulties, consequences or damages associated with such downloading. The use of any such downloaded software is governed by the terms of the particular license agreements which accompanies or is provided by the software. The use of any External Site is subject to the terms of use and privacy policy of such External Site.

Available Only Where Permitted by Law

All services of Buck or any other entity described or referred to or provided on this Site are only offered or available in jurisdictions where they may be legally offered.

Jurisdiction

This Site is administered by Buck from its offices in Canada. These Conditions are deemed to be entered into in Ontario. This Site is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto. You consent to the exclusive jurisdiction of the courts of Ontario in all disputes arising out of or relating to these Conditions without regard to the conflict of laws.

General

It is the express wish of the parties that these Conditions and all related documents be drawn up in English.

Acknowledgement and Acceptance

By clicking 'I agree' below you acknowledge and accept all of the terms and conditions set out above.