CITI Council User Agreement:

Outlined below is important information regarding the terms and conditions of accessing information and using online services offered through the CITI Council Login.

PLEASE READ THE FOLLOWING CAREFULLY.

BY USING THIS SITE, YOU SIGNIFY ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF USE, PLEASE DO NOT USE THIS SITE.

Welcome to the user agreement (the “Agreement” or “User Agreement”) for CITI Council’s Login and the services that may be accessed using the Login. This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of the Login and the services that may be accessed using the Login (the “Site”). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of the Site. We strongly recommend that, as you read this User Agreement, you also access and read the other pages and Web sites referred to in this document, as they may contain further terms and conditions that apply to you as a user.

CITI Council may amend this Agreement at any time by posting the amended terms on the Site. This Site is owned and operated by CITI Council. CITI Council reserves the right, at any time, to modify, alter, or update these Terms and Conditions of Use, and you agree to be bound by such modifications, alterations, or updates and you are encouraged to check the Site periodically for any updates.

Electronic Communications

(1) When you visit the Login, or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. (2) By joining the Login, you acknowledge and agree that Grandy will send member e-mails relating to their member account, transactions, and Grandy communications. You can opt out of your subscription to Grandy e-mail services at any time by logging in to the Login and selecting Notification Preferences under the heading Account Settings. You can also unsubscribe at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.

Your Login Password

Grandy is entitled to act on instructions received under your password. You are responsible for keeping your user ID, password, and account information private and confidential.

General Terms and Conditions of Use

Proprietary Rights

(1) All materials on this site, including, without limitation, text, data, information, images, illustrations, audio clips, video clips, and communications are protected by intellectual property rights owned and controlled either by Grandy or by third parties who have licensed their material to Grandy. Material from the Site may not be copied, downloaded, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written consent of Grandy or except as specifically permitted on this Web site. Modification of material or use of material for any purpose other than your own personal, non-commercial, institutional or home use is a violation of copyrights and other intellectual property rights. The use of any such material on any other Web site or networked computer is prohibited. (2) The trade marks, logos, and service marks that you see on this site are registered and unregistered marks of Grandy or third parties who have licensed the use of such marks to Grandy. Nothing in this site grants any license or right to use any marks displayed on this site without the written permission of the owner of the mark. Your misuse of the marks displayed on this site or any other content on this site is strictly prohibited. (3) Grandy makes no representation that materials on the site are appropriate or available for use in locations other than Canada. Those who choose to access this site from locations outside Canada do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws apply. (4) Grandy welcomes comments on our services, including the Site. However, any notes, messages, billboard postings, ideas, suggestions or other material that you submit to Grandy will become property of Grandy. Grandy is entitled to use any material that you submit for any type of use forever in any media whether known now or developed later. When you submit material to the Site, you agree that Grandy has the right to publish the material without compensation to you of any kind.

Linked Sites

SOME LINKS IN THE LOGIN SITE LET YOU LEAVE THE WEB SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF GRANDY, AND GRANDY IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE. GRANDY IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY GRANDY OF THE LINKED SITE.

Disclaimer

The materials on the Site are provided “as is” and without warranties of any kind either express or implied, unless otherwise specifically noted herein. To the fullest extent permissible pursuant to applicable law, Grandy disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Site and any Web site with which the Site is linked. Grandy does not warrant the functions, information or links contained on these sites or that their contents will meet your requirements, that these sites or their contents are fit for any particular purpose or that the operations of Grandy network or its contents will be uninterrupted or error-free, or that these sites or the server that makes them available are free of viruses, worms or other harmful components.

On-Line Payments

Your receipt of an electronic form or other form of confirmation of payment does not signify Grandy’s receipt of acceptance of your payment. Your payment shall be deemed to constitute an offer to pay, which will be accepted by Grandy only upon successful payment by VISA, MasterCard, or American Express.

In the event of a delay in or failure of performance under this Agreement by Grandy, which arises by reason of force majeure, including without restriction an act of God, an act of any government or any governmental body, an act of war or terrorism, the elements, a strike, a lockout or a labor dispute, or any cause beyond the reasonable control of Grandy, Grandy shall not be responsible, and Grandy shall use best efforts to mitigate the effect of such force majeure, but nothing in this clause shall require Grandy to settle a labor dispute to render performance.

You hereby waive and release Grandy from any and all claims for damages or compensation arising from such delay or failure of performance.

Termination

These terms and conditions of use constitute an agreement that is effective until terminated by Grandy at any time without notice. Grandy may terminate your right to use this site immediately, without notice to you if, in the sole discretion of Grandy, you fail to comply with any of these terms and conditions of use or engage in any fraudulent activity. In the event of termination, you are no longer authorized to access the benefits of this site; and the restrictions imposed on you with respect to material copied or downloaded, the disclaimers and limitations of liabilities set forth in these terms and conditions of use, shall survive the termination of this Agreement. These terms and conditions of use constitute the entire agreement between you and Grandy related to this Site unless you have agreed to further terms and conditions to access a particular service that may be accessed using the Login Portal.

Compliance with Laws

(1) You agree that your use of the site shall not violate any applicable local, national, or international law, including but not limited to any regulations having the force of law. Some jurisdictions may have restrictions on the use of the Internet by their residents. (2) You agree not to impersonate another person in your use of the site or the sending of any e-mail to an address listed on the site.

Viruses

While every effort is made to ensure that all information provided at the site does not contain computer viruses, you should take reasonable and appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system. You should pay specific attention to some of the newer viruses that have been written to automatically execute when an infected word processing document is loaded into certain word processing programs.

Service Providers

To provide and process the services you request, Grandy may share your PII (Personally Identifiable Information) with service providers that perform certain services or functions on our behalf. Our service providers need information about you, including your credit card information, to process and confirm your transactions. We have placed limitations on these suppliers from using or disclosing your information without your permission.

Our Obligations

Grandy may be required by law to disclose information you have provided in obtaining our services. Grandy may also disclose information against someone who poses a threat to Grandy’s interests or whose activities could bring harm to others. In addition, it may be necessary for Grandy to provide customer information to third parties, such as credit card companies, for the purpose of resolving disputes that arise in the normal course of business.

Other Web Sites

(1) There are several places throughout the Site that may link you to other Web sites that do not operate under Grandy’s information privacy practices.

When you click through to these Web sites, Grandy’s information privacy practices no longer apply. We recommend that you examine the privacy statements for all third-party Web sites to understand their procedures for collecting, using, and disclosing your information. (2) You have the option of sending e-mail to Customer Support requesting a change to the information provided to us or to receive a copy of the information we have stored.

Surveys

(1) To help us improve the Site and serve you better, from time to time, we may e-mail surveys to you to learn more about your experience with our site. You are under no obligation to respond to these surveys, and you may unsubscribe from receiving them by following the unsubscribe instructions in any e-mail survey you receive. (2) Grandy may contract a reputable third party to facilitate the distribution of a survey.

Request Customer Support or Submit Questions/Suggestions

When you request assistance with viewing your profile, logging on to the Site, or accessing your account, we will respond to you via e-mail or telephone.

Privacy

We do not sell or rent your personal information to third parties, and we only use your information as described in the Privacy Policy. We view the protection of your privacy as a very important community principle. We store and process your information on computers located in Canada that are protected by physical as well as Grandy network firewalls. Our current Privacy Policy is available at www.grandy.com. If you object to your information being transferred or used in this way, please do not use our services.

No Warranty

GRANDY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. GRANDY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights, and you may also have other legal rights that vary from jurisdiction to jurisdiction.

Liability Limit

IN NO EVENT SHALL GRANDY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GRANDY SITE, GRANDY SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE.

Neither Grandy nor its content providers are responsible or liable to any person or entity whatsoever for any direct or indirect loss, damage (whether actual, consequential, punitive, special, or otherwise), injury, claim, liability, or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided on the Site or from the use of, or the inability to use Grandy materials. You specifically agree that Grandy is not liable for any defamatory, offensive, or illegal conduct of any user. If you are dissatisfied with the Site or any materials on the Site, or with any of the terms and conditions of use, your sole and exclusive remedy is to discontinue using the Site.

Indemnity

You agree to indemnify and hold Grandy, its officers, directors, employees, and agents harmless from any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our services.

No Agency

You and Grandy are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

Changes to These Terms and Conditions of Use

Grandy reserves the right to change the above Terms and Conditions of Use without notice. Any changes will be posted on the Site.”