Portal User Agreement

Client Portal User Agreement

By proceeding to register to use our portal you accept the terms of this agreement. If you do not agree to these terms do not proceed to register.

PORTAL END USER AGREEMENT

IMPORTANT — READ CAREFULLY: Welcome to the McCay Duff LLP (“MCD LLP”) Portal (the “MCD LLP Portal” or the “Portal”). By proceeding to register to use the Portal, the user (“You”) agree to be bound by the terms and conditions contained in this agreement (the “Agreement’) and the terms and conditions of the MCD, LLP’s privacy policy, which are published at www.mccayduff.com and on the Portal homepage and which are incorporated herein by reference. The privacy policy explains how MCD LLP treats your personal information, and protects your privacy, when you use the MCD LLP Portal. MCD LLP may change the terms of this Agreement and/or the privacy policy from time to time without notice to you, and you are bound by the then current version of the policies in effect at all times. If you do not agree to be bound by these terms and conditions or privacy policies, you may not use the MCD LLP Portal.

Modifications

You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion. By using the MCD LLP Portal, you agree to be bound by any such modifications and should therefore periodically visit the Portal home page within the MCD LLP Portal to determine the then current terms and conditions of use to which you are bound. The latest version of this agreement will be available by hyperlink at the bottom of the Portal homepage. You will note that at the bottom of this Agreement, the date of last modification is indicated. You are encouraged to check the revision date with each use of the Portal to ensure you are comfortable with the latest revisions. If you are dissatisfied with the MCD LLP Portal site, its content or this Agreement as it may be revised, you agree that your sole and exclusive remedy is to discontinue using the Portal. Upon written request we will remove your access to the Portal and, if you so wish, delete any of your data therein.

Termination

You agree that MCD LLP may terminate this Agreement, for any reason at our sole discretion, at any time, by providing you 7 days advance notice, and that MCD LLP reserves the right to change, suspend, or discontinue all or any aspects of the MCD LLP Portal, for any reason at our sole discretion, at any time, by providing you 7 days advance notice.

User Restrictions

You agree that:

You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.
You will not make illegal use of the Portal or use it for purposes which are illegal.
You will not interfere with anyone else who is a user of the Portal in their use of the Portal.
You will follow Canadian and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems.
You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the portal.
You will not access (or attempt to access) any product or services offered via the MCD LLP Portal by any means other than the interface that is provided by MCD LLP

Portal access and responsibility for changes to portal access

McCay Duff LLP has initially invited an initial user to create the client portal for each client. Registered portal users may have the ability to invite additional users. Your McCay Duff adviser will also accept instructions from those registered on the account to add additional users with access rights to the client portal. These users may include spouses and/or partners, employees and business partners, advisors i.e. investment advisers or lawyers, or anyone else invited to register by or on instruction from an authorized representative of a client account.

You agree that:

You are responsible for verifying the accuracy and appropriateness of ongoing access rights of those invited to your portal. This may be reviewed using the “invited” tab in your client portal.
You are responsible to advise MCD LLP and request removal of access rights when any circumstance has arisen which would change those who should have access to the Portal. These might include, but are not limited to:
- Divorce, separation, or other form of marital or relationship breakdown
- Termination of corporate employees with portal access
- Breakdown of business relationship
- Sale of business
- Change of advisor including investment advisor, lawyer or other adviser
- Any other circumstance which may arise wherein you wish a portal user to no longer have access
In the even of a circumstance requiring a change of access rights for a portal user, you shall notify your McCay Duff adviser in writing of what changes are required. Following this notification MCD LLP shall use best efforts to make the requested changes within 5 business days.
It is your responsibility to verify requested access changes have been appropriately effected and advise McCay Duff LLP if additional changes are required.

Passwords

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use or authorize to access the MCD LLP Portal. Accordingly, you agree that you are solely responsible to MCD LLP for all activities that occur under your account. If you become aware of any unauthorized use of your password on the MCD LLP Portal or your account, you agree to notify MCD LLP immediately at 613-236-2367.

Monitoring

We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.

Downtime and Service Suspensions

Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Portal at any time on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to you or to any of our other customers if the Portal service were not suspended; or (c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

Warranty Disclaimers and Limitation of Liability

Except as specifically set forth in this Agreement, MCD LLP makes no other representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, with respect to the Portal. You agree that use of the Portal is at your sole risk. The Portal is provided on an “as is” and “as available” basis.

Neither MCD LLP nor its partners, agents, affiliates, or designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively, “Associates”) warrant that use of the Portal site will be uninterrupted or error-free.

Under no circumstances shall MCD LLP or it Associates be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from , arise out of or otherwise relate to your use of or inability to use the MCD LLP Portal site, or any website linked to the MCD LLP Portal site, including but not limited to reliance by you on any information obtained from the MCD LLP Portal site that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.

The MCD LLP Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the MCD LLP Portal, you expressly agree to not hold MCD LLP or its Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of MCD LLP has been advised of or should have knowledge of the possibility of such damages.

You agree to defend, indemnify and hold harmless MCD LLP and any of its Associates, from and against any and all claims, damages, obligations, losses, liabilities, cost or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the MCD LLP Portal; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and your use of the MCD LLP Portal.

Notices

All notices by us to you shall be by email to the email address listed as the Portal Administrator.

All notices by you to us shall be in writing to:

McCay Duff LLP

979 Bank Street, Suite 210

Ottawa Ontario,

K1S 5K5

Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

Severability

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

Waivers

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

Successors and Assigns

This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MCD LLP without restriction.

Relationship

Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our Associates).

Governing Law

This Agreement shall be construed and enforced according to the laws of the Province of Ontario applicable to agreements made and to be performed wholly within the Province of Ontario. You agree to submit to the exclusive jurisdiction of the courts located within the Province of Ontario, City of Ottawa, to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that MCD LLP shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.

Last Revision Date

This Agreement was last revised on March 6, 2024.