1. The services and materials we at Legal Suites Inc., (LS), may provide to you, our Client, may include the preparation and presentation of workshops and seminars, along with supporting materials. We are responsible only to provide those services and materials as stated in any quotation or other confirmation provided by us to you. Neither party shall be considered in default of any agreed services or be liable for damages, for any failure of performance occasioned by an act of God, force of nature, accident, war or warlike activity, insurrection or civil commotion, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control. In the event of a suspension of any obligation by reason of this section we shall refund any advance payment related to the agreed services.

2. Prices quoted by us to you are only valid for the services and materials we have specified in our quotation. These terms and conditions apply to all quotations provided by us, whether oral or written. Unless withdrawn by us, quotations are valid for thirty (30) days from the date given by us, provided that the relevant regulatory requirements do not change during that time. Any quotation we give is supplied without obligation to do any work on your behalf, until you provide us a written purchase order or other written instructions that we agree to accept. Our quotations may be expressed as a block fee, or provided on an hourly-rate basis, or a combination of both. Quotation prices do not include taxes and disbursements/expenses.

3. Payment terms are: net thirty days from the date of our invoice. Interest accrues at 24% per annum (calculated at 2% per month) on all amounts (including accumulated interest) outstanding beyond thirty (30) days after invoice date. Despite the preceding two sentences, we may at any time in our sole discretion alter payment terms applicable to you, whether for creditworthiness reasons or otherwise. We reserve the right to require deposits prior to commencing work. We also reserve the right to not perform further work for you under any quotation if you have any outstanding account balances that remain unpaid. If you become bankrupt or apparently insolvent at any time, we may terminate any work we are doing for you.

4. All materials provided by us, which may include but is not limited to, PowerPoint presentations, handouts, compliance guides and resource information, whether in print or electronic format remains copyright of LS. Such materials may not be reproduced except as agreed to in writing by LS. Except as specifically stated in the preceding sentence, the Client may reproduce PowerPoint presentations and related handouts provided to them by LS for the purpose providing attendees of presentations and workshops delivered by LS on behalf of client. Furthermore, and to assurance clarity of the scope this paragraph, presentations and workshops conducted by LS may not be recorded by any means, except as agreed to in writing by LS prior to any presentations or workshops.

5. (a) Information presented and materials provided in our seminars and workshops are based on our best understanding of compliance. However, government interpretation of various requirements may not always be clearly defined, such as where the regulatory authority's practices vary, or for other reasons. Therefore, our points of view on compliance in this subparagraph are limited to compliance with legal requirements as modified by our understanding of current government practice or discretion.

(b) Except as strictly stated in the preceding subparagraph, and subject to all other provisions of these terms and conditions, we make no express or implied warranties or guarantees, whether oral or written, about our work or materials. We are not in any event liable for any loss of any kind whatsoever that may be suffered by any party, including without limitation for direct, indirect, special, or consequential damages or for legal fees or disbursements, howsoever arising out of or relating to the services and materials that we provide.

6. You agree to indemnify and hold us harmless against any claims by any third party with respect to infringement of intellectual property or other rights arising out of materials you may provide to us. LS agrees to indemnify and hold the Client harmless against any claims by any third party with respect to infringement of intellectual property or other rights arising out of materials provided by us.

7. If a court of competent jurisdiction should determine that any provision of these terms and conditions is void or unenforceable, such provision(s) shall be deemed to be severable and the determination shall not affect the validity or enforceability of any other provision of these terms and conditions. Both you and we are independent contractors and any work we do for you shall not be construed to create any partnership, joint venture, agency or franchise between you and us. The interpretation of these terms and conditions shall be governed by the laws of the province of Ontario without reference to its choice of law rules, and any action or proceeding under or in respect of these terms and conditions or any contract between the parties shall be brought in the appropriate court of the province of Ontario.