Desjardins Securities Internet Service Agreement

In consideration of the fact that Desjardins Securities Inc. a securities dealer of unrestricted practice, make available to you its Internet Information Service (hereinafter the "Internet Service"), subject to your agreement to all the conditions provided herein, the conditions contained in each appropriate account agreement and subject to DESJARDINS SECURITIES INC.’s right to terminate this service at any time, either generally or for a specific customer, you agree to comply, as user (the "User"), to each of the following terms and conditions.

1. Definitions

1. Password means the User’s personal password as selected and/or as subsequently changed by the User.
2. Securities includes any shares, debt securities, options, units of unincorporated mutual funds or any other securities.

2. Information

The information and data provided through the Internet Service, including any third party information or data provided to DESJARDINS SECURITIES INC., have been obtained from sources that we believe to be reliable. No representations or warranties, express or implied, are made by us in connection with the exactitude, quality or completeness of such information and data. The User acknowledges and agrees that the information and data provided to DESJARDINS SECURITIES INC. by certain of its suppliers may contain advice or recommendations of a general nature and that DESJARDINS SECURITIES INC. does not necessarily endorse such advice or recommendations. In addition, even if DESJARDINS SECURITIES INC.’s investment advisers are qualified to provide investment advice and recommendations (except the representatives of Disnat, its discount brokerage division), the User acknowledges and agrees that any recommendations that may be provided through the Internet Service are only general and any User should consult his(her) DESJARDINS SECURITIES INC. wealth manager in order to ensure that any such recommendation is appropriate in his(her) case, taking into account his(her) investment objectives and financial position, the composition of his(her) portfolio and all other relevant factors.
Neither DESJARDINS SECURITIES INC. nor its information suppliers shall be liable in any way to the User or to any other person, for any direct, indirect, special, consequential or incidental damages (including, but not limited to lost profits, possible economic advantages loss resulting from the interruption of the Internet Service or from the increase in the operating costs or any other damages) or of any other losses or damages resulting from any cause even if DESJARDINS SECURITIES INC. or its information suppliers have been informed of the possibility of such damages.

3. Password Confidentiality

The User undertakes to use care in not selecting an obvious Password, such as the User’s date of birth, and to change it on a regular basis to reduce the potential for unauthorized use.
The User agrees not to disclose its Password to any person and to not write down or otherwise record it on an easily accessible document.

The User agrees to notify DESJARDINS SECURITIES INC. without delay if he(she) becomes aware of any use of its Password by any other person, or if the User suspects that a person knows it or if a document on which such Password is recorded has been lost or stolen.

The User agrees never to allow a third party to use its computer, terminal (or similar apparatus) or to leave same without supervision once he has entered his Password unless the User has terminated his connection to the Internet Service.

4. Confidentiality

DESJARDINS SECURITIES INC. cannot guarantee the User that the Internet Service constitutes a method of communication for which confidentiality may be absolutely guaranteed. All the messages transmitted by the User or by DESJARDINS SECURITIES INC. may be lost, intercepted or modified. The User agrees that the use of the Internet Service is at his own risks and that DESJARDINS SECURITIES INC. cannot be held liable for any loss of confidentiality of the information furnished to it by the User.

The User undertakes and covenants that DESJARDINS SECURITIES INC. cannot be held liable for any loss of confidentiality of the information which DESJARDINS SECURITIES INC. may from time to time transmit to the User.

5. Trademarks and copyright

The User recognizes that all information furnished by the Internet Service is the property of DESJARDINS SECURITIES INC. and/or its information providers, who are protected by the legislation relating to copyright, trademarks and trade names and the benefit from all rights relating to intellectual property as well as all other applicable legislation. Any downloading, retransmission, reproduction or modification may be accomplished solely with the prior consent of DESJARDINS SECURITIES INC. and the appropriate information providers, except for reproduction for personal use. In all other cases, the User shall be held legally liable.

The User agrees that the information that he receives is for personal use only. In all cases, the User may not retransmit or otherwise disseminate information to any third party. The User recognizes that the information is and remains the property of DESJARDINS SECURITIES INC. and/or its information providers.

All the names, services, expressions, appellations, icons, words or other, may be trade names, trademarks or service trademark of their own respective owners who may be the owners of a license. The presence of trade names, trademarks or service trademark does not indicate that a license has been given.

6. Limitation of liability

1. Neither DESJARDINS SECURITIES INC., or its directors, managers, employees or agents, nor any information providers relative to courses or other information may be held liable for the following:
   1. any error, delay, interruption or omission concerning the information;
   2. any loss or injury caused, in whole or in part, by events independent of their control as he relates to the acquisition, interpretation, compilation, drafting, formatting, presentation or transmission of information or other services through the Internet Service;
   3. the technical deficiencies of the material or software of any nature, interrupted or unavailable network connections, failed, incomplete, deformed or delayed, transmission of information, be the cause attributable to the User, DESJARDINS SECURITIES INC. or a third party or to any part of the equipment or software related to the Internet Service.
   4. any decision or measure taken by the User as a result of the information obtained through the Internet Service.
2. Notwithstanding the foregoing, the User agrees that the liability, if such be the case, of DESJARDINS SECURITIES INC., its directors, managers, employees or agents and its information providers falling from any legal action (be it contractual, extra-contractual or other) related in any way to the Internet Service may not exceed the sum which the User has paid to DESJARDINS SECURITIES INC. for use of the Internet Service.
3. The User agrees that DESJARDINS SECURITIES INC., its directors, managers, employees and agents and its information providers, shall not be liable for any losses or damages from any cause outside of the control of DESJARDINS SECURITIES INC. and its directors, managers, employees and agents and its information providers, in particular, the facts or omissions, the failure of mechanical or electronic equipment or communication lines, difficulties with telephone connection, electronic or other, unauthorized access, theft, electrical outages, work stoppages or intervention by the state.
4. DESJARDINS SECURITIES INC., its directors, managers, employees and agents and its information providers do not guarantee the exactitude, completeness, quality, sufficiency or the content of the information furnished by the Internet Service. This information is furnished "as is" without any guaranty of any nature, either express or tacit, in particular, no tacit guaranty as to its commercial viability or conformity for a specific use or for absence of plagiarism. The Internet Service may include errors either of a substantive or typographical nature.
5. DESJARDINS SECURITIES INC., its directors, managers, employees and agents and its information providers, shall in no way be held liable for direct or indirect, special, consequential or incidental damages and, in particular, for any loss of business, loss of profit, loss of an eventual economic advantage falling from the use or incorrect use of the Internet Service, of the information, documents, software or content of the Internet Service, even if they have been informed of the possibility of such damages, nor of any action undertaken by any other party.

DESJARDINS SECURITIES INC. gives no guaranty, be it express, implicit or legal, as to the Internet Service, including, as to the information provided by its providers, in particular, and without limitation, DESJARDINS SECURITIES INC. gives no guaranty as to the punctual, truthful, sequential, complete, exact or ongoing character of information, transmitted or exchanged; moreover, DESJARDINS SECURITIES INC. gives no guaranty, either express or implied, of the commercial viability or conformity for a general or specific purpose of the information.

7. General provisions

1. Modification of the conditions: User accepts that DESJARDINS SECURITIES INC. may, without notice, modify the present conditions and advise it notably by means of the Internet Service.
2. Interruption of the Internet Service: User accepts and understands that the Internet Service may be interrupted for any reason whatsoever and accepts all the risks and consequences following from such an interruption for any reason.
3. Non-solicitation: The information that is obtained through the Internet Service, in no way constitute a solicitation or an offer to purchase or sell a security.
4. Independent clauses: The invalidity or nullity of one or the other of the clauses of the present agreement or a part of same shall not affect the rest of the clause or clauses which shall continue to be in force and produce their effect.
5. Applicable law: This agreement shall be interpreted, applied and governed according to the laws applicable in the province of residence of the User. THE SERVICES OF DESJARDINS SECURITIES ARE NOT AVAILABLE TO U.S. RESIDENTS (UNDER THE TERMS OF THE U.S. SECURITIES LAW).

The User represents and warrantees that he has taken cognizance of the present Internet Service agreement and the conditions contained herein and agrees to be bound by it. The User recognizes having had the opportunity to obtain adequate explanations relating to the nature and scope of the present Internet Service agreement DESJARDINS SECURITIES INC. by consulting the appropriate sections on the Internet and by communicating by telephone with DESJARDINS SECURITIES INC. at the following numbers: (514) 987-1749 or 1-800-361-4342 or by writing to: Desjardins Securities Inc., 1170 Peel street, suite 300, Montreal, Quebec H3B 0A9 and that the understands and accepts all of the provisions contained herein.

* This agreements applies to all users of the Website of Desjardins Securities Inc.

8. Information on multiple marketplaces

Hours of Operation for Trading in Listed Canadian Securities

VMD’s trading staff is available for order execution between the hours of 9:30 a.m. and 4:00 p.m., Eastern Time ("ET"), Monday through Friday, not including statutory Canadian holidays. Staff may be further available before and after these hours; however VMD cannot guarantee any order taking and/or trade execution outside of the hours noted above. For Disnat Online Brokerage, the trading service is generally available from 8 a.m. to 5 p.m. ET.

Please be advised that unless otherwise stated, or unless otherwise agreed to between a Wealth Manager or Registered Representative of VMD and the client:

1. an order received prior to 9:30 a.m. ET will route into the opening sequence of the marketplace for execution on the opening; and
2. an order received after 4:00 p.m. ET can be entered to the after-hours trading of markets where this feature is available, if the trade characteristics allow. If received after “extended-hours” trading becomes unavailable, the order will route the next business day to the pre-opening of the marketplaces.

Principal Marketplace

For those securities listed on the Toronto Stock Exchange ("TSX") and trading on other alternative marketplaces, the principal marketplace will be the TSX unless notified otherwise by VMD.

"Best market"

The “Best market” is defined as the market with the best bid (buy price) or offer (sell price) and/or best historical liquidity and where VMD feels the order has the highest probability of being executed.

Trade characteristics

Day Orders

A Day Order is an order that is only valid during the market opening hours on and for the day it is entered. A Day Order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. From there, the order will trade on any marketplace VMD has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live and will expire at 4:00 p.m. ET, or at the time after-hours market activities cease on that market.

Special Terms Orders

Special Terms Orders are orders with specific terms that are not executable in the regular marketplace. Special Terms Orders will only post to the Special Terms Market of the principal marketplace, currently the TSX, unless they are immediately executable on an alternative marketplace at the time of entry and they will only be live between 9:30 a.m. and 4:00 p.m. ET.

Good-Til-Cancelled Orders

Good-Til-Cancelled Orders are orders that the client wants to remain open until a specified date of expiry. These orders will be sent to a marketplace determined by VMD’s established routing map. The order will remain in the principal marketplace until executed or expired, whichever comes first. It is the client’s responsibility to ensure they know what the date of expiry will be and to contact their Wealth Manager/Registered Representative on the expiry date should they wish the order to be re-instated.

All-or-None Orders

Note: The TSX no longer accepts “All-or-None” orders. Retail All-or-None Orders are orders that must be executed in full; no partial fills are to be executed or booked pending a complete fill. In the multiple marketplace environments, an All-or-None order may not be executed due to limited volume on more than one marketplace. While the total volume on all marketplaces might complete the order, the All-or-None terms apply only to the individual marketplace where entered. An All-or-None order received after the opening of the principal marketplace will be booked to the "best market" at the time of entry.
Institutional All-or-None orders are orders that must be executed for large block volume in full, and do not book to the marketplace unless they can be filled in full for their entire volume at the time of receipt. These can be executed on any marketplace as agreed to between both parties at the time of receipt.

Market Orders

An order is considered a “Market Order” when the client has instructed a dealer to buy or sell at whatever prices are available in the marketplace to help ensure a complete and full fill. These orders require immediate completion. A market order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. In an effort to avoid unusual market impacts, all market orders will be converted to limit orders with a reasonably aggressive price before being sent to a marketplace. This measure ensures that market orders still receive a full and immediate fill, except in cases where there is unusual liquidity rates or erroneous order parameters which would result in significant market impacts and a likelihood of breaching market liquidity thresholds. From there, the order will trade on any marketplace VMD Desjardins Securities has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

Limit Orders

A limit order has a specific minimum sale price or maximum purchase price provided by the client. On or after 9:30 a.m. ET, if a limit order is not immediately executable on any marketplace, the order will be sent to a marketplace determined by VMD’s established routing map. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

Disclosure of Marketplace

An order executed using one or more marketplaces or alternative marketplaces in either Canada or the United States will be reported to the client using a trade confirmation that will read (not limited to the following); "we confirm the following purchase/sale for your account traded on a North American Marketplace". If multiple prices or marketplaces were used in the completion of the order, a further disclaimer will be provided which reads; "multiple marketplaces and/or average prices used, details available on request". Should you receive such a confirmation, you are free to contact your Wealth Manager/Registered Representative to obtain further information.

Extended Trading Hours

Some marketplaces may offer extended trading hours for brokers and investors. Extended trading hours allow the possibility to buy and sell securities beyond regular hours of operation of the principal marketplaces (9:30 am to 4:00 pm, ET). Mostly used by investment professionals, extended trading hours often have low liquidity rates and wider spreads between bid and ask prices, resulting in risks of having orders executed at a less favorable price than during regular trading hours. An order placed during extended trading hours will not necessarily be completed at the desired time and may be executed at a price lower than the one indicated on another trading system during extended trading hours or during regular hours of operation of marketplaces. Furthermore, the market price during extended trading hours is not always consistent with the market price registered at the time of closing of the principal marketplaces and may be highly volatile. Orders placed during extended trading hours are valid only during the particular trading session in which they are placed and will expire at the end of the said session.

9. Alpha Trading Systems Limited Partnership (Alpha)

Alpha Trading Systems Limited Partnership (Alpha) is a marketplace in Canada for the trading of securities.

Desjardins Securities Inc. is a limited partner of Alpha Trading Systems Limited Partnership (registered as Alpha ATS L.P.) and a shareholder of Alpha Trading Systems Inc. (the general partner of Alpha Trading Systems Limited Partnership). The ownership interest of Desjardins Securities Inc. and certain other limited partners of Alpha is subject to a re-determination agreement which provides that the ownership interest of certain limited partners (including Desjardins Securities Inc.) will be adjusted on the first and second anniversary date of the launch of Alpha based on the market share of trades executed by the limited partner on Alpha.

Desjardins Securities Inc. may execute trades on your behalf on Alpha and may enter orders which are not immediately tradable into Alpha’s order book, unless you instruct us to direct your order to a different marketplace. Notwithstanding the ownership interest of Desjardins Securities Inc. in Alpha or any of its rights under the re-determination agreement referred to above, Desjardins Securities Inc. is subject to a number of regulatory obligations, including the requirement to diligently pursue best price and best execution of each client order on the marketplace, obligations which override any interest of Desjardins Inc. in Alpha.

10. Best Execution Client Disclosure

In order to meet the requirements in Rule 3300 of the Investment Industry Regulatory Organization of Canada (IIROC), Desjardins Securities must be able to demonstrate that its policies and procedures are reasonably designed to achieve best execution respecting client orders for all securities, including listed securities, foreign-exchange traded securities and transactions in Over-the-counter (OTC) securities. Due to the dynamic nature of the structure of the Canadian market, the Rule 3300 also requires Desjardins Securities to regularly review its policies and procedures regarding best execution in order to ensure they don’t become obsolete.

Desjardins Securities meets its best execution obligations through the following:

Achieving Best Execution

When executing client orders, Desjardins Securities will take all reasonable steps to obtain the best possible results for the client taking into account some of the following factors:

• Price at which the trade could/would occur
• Speed of execution
• Certainty of execution
• Cost of execution
• Size of the order
• Direction of the market for the security
• Indicated size on the bid and offer
• Size of the market spread of the security
• Liquidity of the security

Smart Order Routing (SOR)

Desjardins Securities currently uses a 3^rd party SOR in order to route its clients’ orders to all marketplaces in a spray format. These routing strategies (spray) are evaluated and possibly adjusted on a quarterly basis. All evaluation and adjustments are documented.

Large Client Order

In order to minimize price impact, certainty of execution and/or market signaling of a large client order, Desjardins Securities may at its discretion, seek liquidity through its proprietary institutional liquidity traders.

Marketplace Access

Desjardins Securities is a member of all Canadian protected marketplaces and accesses these facilities via 3^rd party smart order routers. At times, Desjardins Securities may make the determination to route all or part of an order for execution to a foreign marketplace such as a US marketplace in order to achieve “best execution”. Desjardins Securities is not in a limited partnership nor does it have ownership interests in any Canadian Exchanges or ATS (Alternative Trading Systems)

Marketplace Trading Hour

Main marketplace hours of operation for trading in publicly listed Canadian securities are between 9:30 am and 4:00 pm (Eastern Time) Monday through Friday, excluding Canadian statutory holidays.

Pre-market and after-hours trading facilities are available in limited situations. Clients should contact their representative for further details in this regard.

1. Pre-Open order

An order received prior to 9:30 am (Eastern Time) will be booked to the pre-opening of the primary listing marketplace for that security.

1. Post-Close order

An order received after 4:00 pm (Eastern Time) will be booked to the pre-opening of the primary listing marketplace for that security on the following business day.

Fees

Desjardins Securities’ choice of execution marketplace does not include consideration of our commissions or executions costs. The execution destination does not change our commission rate. Some marketplaces and certain order types may generate trading credits rather than costs incurred for directing orders to a market center for execution including revenue from trade level currency conversions. We will not pass along any order execution costs nor refund any rebates associated with order execution directly to our clients. The cost to Desjardins Securities in dealing with each marketplace is largely uniform in respect of the same security trading on multiple marketplaces.

Dark liquidity access

Desjardins Securities can access dark liquidity facilities when market conditions indicate a reasonable likelihood of material liquidity for a security in these trading venues.?

Order executions

Quarterly systemic reviews of order routing algorithms are in place to ensure ideal routing for Desjardins Securities’ client orders based on order execution performance against relevant quantitative metrics. Results can be forwarded to the Market and Order Routing Review Committee (MORRC).

At Desjardins Securities, the main objective is to constantly strive in achieving best execution for all its clients while providing consistent liquidity to all Canadian marketplaces.

Desjardins Securities’ MORRC Committee

Desjardins Securities’ MORRC meets at least quarterly in ensuring that its existing policy and procedures remain current and accurate in the context of the markets conditions as well as latest regulatory updates. Market shares are evaluated based on the last 6 months of trading activity on all marketplaces. SORs are re-evaluated in order to ensure it is consistent with the market conditions. Each meeting is conducted with an agenda and previous meeting minutes. All documentation of the MORRC committee are recorded and archived for regulatory inspections.

Employee Training

Desjardins Securities must ensure that its employees involved in the execution of client orders know and understand the best execution policies and procedures in place. Periodical training sessions can occur during the year on any update or modifications to trading rules in respect with best execution obligations.