TERMS OF SERVICE (“AGREEMENT”)

THIS AGREEMENT is made and entered into effective the date of purchase of consultation services, between:

Client: The individual or non-individual that pays for consulting services

(hereinafter called “Client”)

Consultant: Authentic Asset Management Inc.

2302 – 208 Queens Quay West, Toronto, Ontario, M5J 2Y5

(hereinafter called “Consultant”)

Client and Consultant may individually be referred to as “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Consultant is in the business of providing consulting services;

AND WHEREAS, Client wishes to retain Consultant to perform those services stipulated in this Agreement;

NOW, THEREFORE, this Agreement witnesses that Client and Consultant (individually a “Party” and collectively, the “Parties”) hereto, in consideration of the mutual covenants hereinafter contained, agree with each other as follows:

THE SERVICES

Consultant covenants and agrees to undertake the services set out in Schedule “A” hereto annexed (all of which is hereinafter referred to as the “Services”). The Parties agree that the Services shall be performed exclusively by Consultant. While the Services are being performed, Consultant shall devote a portion of their time, attention, skills and competence to Client.

AGREEMENT DURATION

Notwithstanding the date of execution, this Agreement shall be effective on Effective Date and shall terminate on the End Date stipulated in Schedule “A”, unless terminated earlier under the terms of this Agreement (the “Term”). Notwithstanding the foregoing, Consultant and Client may agree to extend the Term of this Agreement for a period, and on terms and conditions, mutually acceptable to Consultant and Client. The Services shall commence on the Start Date stipulated in Schedule “A” and shall terminate at the end of the Term.

FINANCIAL TERMS & REFUNDS

(a) Consultant shall be paid on an hourly basis at the hourly rate or a fixed fee as set out in Schedule “A” plus applicable federal and provincial goods and services sales taxes, for which Consultant will maintain a timesheet that is available upon request.

(b) Client shall pay Consultant in advance in accordance with the terms of this Agreement.

(d) Client can request a refund in accordance with Schedule “A”.

RECORD KEEPING

Consultant shall keep proper and detailed records and statements of account, including receipts, vouchers and all other documents relating to the cost of carrying out the Services, and shall at all reasonable times permit inspection and audit of such records and statements by Client.

OWNERSHIP

(a) Client acknowledges that the Services provided by Consultant are not exclusive. As a result, Consultant may engage in providing similar services to other clients.

(b) Client is free to use and copy all documentation created by Consultant for such Client in the course of any matter but Consultant retains all copyright and other intellectual property rights in all know-how, precedents and other material developed, designed or created by Consultant in the course of such matter and they will remain property of Consultant.

(c) Client agrees and acknowledges that Consultant may update its precedents and prepare documents for other clients based on such know-how and precedents as well as the documents and communications that Consultant receives from or exchanges with a client or on a client’s behalf. Consultant may use all documents created or received in the course of any matter for any professional purposes, subject to its confidentiality obligations to Client.

(d) Electronic records (e.g., material stored in our email and document management systems) with respect to this Services engagement are property of Consultant. A Client may have access to those records as required by professional and ethical rules or applicable law. If, upon termination or completion of Services engagement, Client wishes to have any documentation returned, such Client needs to advise Consultant. Otherwise any documentation that that has been provided to Consultant and the work product completed will be dealt with in accordance with Consultant’s records retention policies and practices. Consultant’s records and retention policies and practices may not be synchronized with Client’s. Client has the obligation to alert Consultant and advise Consultant of any concerns as to what is retained in Consultant records or destroys. Absent written instructions or agreement with Client, Consultant is free to retain or destroy the records Consultant possesses as Consultant determines to be appropriate.

(e) The provisions of this Article shall survive the termination or expiration of this Agreement.

CONFIDENTIALITY, PRIVACY AND ACCESS TO INFORMATION

(a) Client shall only provide information to Consultant that does not violate privacy and confidentiality of information of any third party.

(b) Consultant shall treat all personal information of Client shared for the provision of Services as confidential.

(c) Consultant and Client shall not disclose any confidential information without consent of the other party, unless the disclosure is required by law or in compliance with this Article.

(d) Use of Client information: Client authorizes Consultant to collect, use and/or share Client information with the parties below as the Consultant deems necessary:

(i) Regulators: There may be responses to regulatory queries where Consultant will be required to disclose information pertaining to Client;

(ii) Legal counsel and auditors: Consultant may provide Client information to its external legal counsel (which itself is under confidentiality restrictions and bound by client-solicitor privilege) and its external auditors if such information is required in order for them to provide their services to Consultant; and

(iii) Service providers: Consultant uses third party service providers inside and outside of Canada in a variety of capacities including but not limited to collection, storage and transmission of Client information.

(e) Consultant utilization: Consultant may list Client as a customer in generic terms, such as, but not limited to, profession, city of residence and approximate age, in promotional materials for general advertising purposes.

(f) Notwithstanding that Consultant seeks to protect personal information of Client with industry standard security safeguards against loss, theft, misuse, unauthorized disclosure and unauthorized access, no data storage nor data transmission over the Internet can be guaranteed to be 100% secure. Therefore, while Consultant is committed to protecting Client personal information, Consultant cannot ensure or warrant the security of any information provided by Client.

(g) The provisions in this Article shall survive the termination or expiration of this Agreement.

CLIENT RESOURCES

(a) Client agrees to allow Consultant such access to information as Consultant and Client reasonably deem necessary for the performance of the Services.

(b) Client represents and warrants that the client is legally authorized to enter into this Agreement and confirms that:

(i) the entering into of this Agreement will not trigger any general default or liabilities with any third parties, and

(ii) the entering into of this Agreement will not necessitate any additional consents with respect to the information provided by Client.

CONSULTANT RESOURCES

Consultant represents that:

(a) It is regulated as a Portfolio Manager in various Canadian provinces including Ontario, Quebec, British Columbia, Alberta, & New Brunswick, and it’s Director is registered as an Advising Representative;

(b) It’s Director and employees do not use the title Financial Planner or Financial Advisor;

(d) It will perform the Services in a diligent and professional manner and shall discharge all of its duties hereunder honestly and in good faith.

INDEMNIFICATION

(a) Consultant performance of Services is based on information provided by Client and is consistent with standards generally accepted in the industry for similar services.

(b) Consultant Services are provided on a best-efforts and professional judgement basis only. There is no guarantee that Client objectives will be met through provision of Services.

(c) Consultant does not represent or warrant to be expert in legal and taxation matters. Services may be sub-optimal for Client, particularly from a legal and tax perspective. Client is advised to seek advice from legal and tax experts with respect to the Services.

(d) To the fullest extent permitted by law, and notwithstanding any other provision in the Agreement, Consultant’s officers, directors, employees, agents, and Consultant’s consultants, or any of them, shall not be liable to Client or anyone claiming by, through, or under Client for any special, incidental, indirect, or consequential damages whatsoever arising out of, resulting from, or in any way related to the Services or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, professional errors or omissions, strict liability, breach of contract, or warranties, express or implied, of Consultant or Consultant’s officers, directors, partners, employees, agents, or Consultant’s consultants, or any of them, and including but not limited to any risks, losses, payments, or consequences associated with investments, taxation, and legal matters.

(e) Client will indemnify and hold Consultant harmless from all claims, actions, damages liabilities, costs and expenses brought against, suffered or incurred by the Consultant arising out of or in connection with the Services rendered by the Consultant under this Agreement, provided, however, that the foregoing indemnity shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with the Consultant’s willful misconduct, or fraud, or breach of this Agreement.

INDEPENDENT CONSULTANT

(a) Consultant acts as an independent contractor. Consultant is not engaged as an employee of Client.

(b) Consultant has no authority to give any guarantee or warranty whatsoever expressed or implied on behalf of Client and that it is in no way the legal representative or agent of Client and that it has no right or authority to create any obligation on behalf of Client or to bind Client in any way.

CONFLICTS OF INTEREST

(a)        Consultant is not aware of any potential or actual conflicts of interest impacting this Agreement. Should Consultant become
aware of a potential or actual conflict of interest, Consultant will notify Client, in writing, and will discuss the impact of
the conflict with Client.

(b)       Consultant has not entered into any referral arrangements to date.

(c)        Client has no right or authority to create any obligation on behalf of Consultant or to bind Consultant in any way.
TAXES

Consultant certifies that it is a registrant for the purposes of the tax imposed under Part IX of the Excise Tax Act (GST legislation) and its registration number is CRA GST/HST ACCOUNT: 831409396-RT0001.

13. BINDING AGREEMENT

This Agreement shall be binding upon and shall ensure to the benefit of the Parties hereto and their respective successors and assigns.

SCOPE OF AGREEMENT AND AMENDMENTS

It is agreed that this instrument embodies the entire agreement of the Parties hereto with regards to the matters dealt with herein, and that no understandings or agreements, verbal or otherwise, exist between the Parties except as herein expressly set out. This Agreement may not be modified or amended except with the consent of the Parties to this Agreement.

INVOICES, NOTICES AND REQUESTS FOR PAYMENT

For the purposes of this Agreement, any invoices, requests for payment or notices required to be given pursuant to this Agreement shall be deemed to be adequate if sent by email and addressed to:

Client as follows:

Client Particulars provided during online checkout.

and addressed to the Consultant as follows:

Authentic Asset Management Inc.

Attention: Duncan B. Webster, Chief Executive Officer

2302 – 208 Queens Quay West

Toronto, Ontario M5J 2Y5

Email: [email protected] or [email protected]

INVALIDITY

If any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.

GOVERNING LAW

This Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties hereby agree that the courts of the Province of Ontario shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to this Agreement or breach thereto.

LANGUAGE

The Parties have agreed to have this Agreement prepared in the English language. Les parties ont convenu d’avoir le présent contrat rédigé en anglais.

SCHEDULE “A”

STATEMENT OF WORK

a) Description of Services

Consultant will provide the following Services:

Support Client by reviewing Client’s financial circumstances, exploring options to address Client’s financial concerns and/or identifying factors for Client to consider in seeking to achieve financial objectives.

Consultant time may be flexibly allocated towards virtual meetings with Client, review of financial circumstances, research and assistance in addressing financial concerns and/or factors affecting objectives of Client. Consultant endeavors to be available to meet with Client virtually at mutually agreed times.

b) Type of Agreement and Terms of Payment

The table below lists the representatives of Consultant assigned to provide the Services, fees, and duration.

Representatives	Duncan B. Webster, Vaibhav Kumar Khurana
Fees	Services shall be provided for the number of Consultant hours and fee amount, plus all applicable federal and provincial goods and services sales taxes thereto, as specified and paid in advance through the online payment process.
Term	The Term of the Agreement is the period commencing with Start Date and ending with End Date. Unused hours, if any, expire on the End Date.
Start Date	The date of receiving the online payment.
End Date (subject to s. 2 of the Agreement)	The earlier of: (i) notice by Consultant to Client that the specified and paid in advance hours of time has been spent on Services; or (ii) 365 days from the Start Date.
Location	Remote, with virtual meetings.
Refunds	Client can request full refund within 24 hours of purchase by notifying Consultant. No refund is available beyond 24 hours of purchase.

c) Contact at Client

The contact at Client shall be the same as provided during the payment checkout.

TERMS OF SERVICE (“AGREEMENT”)

Let's Stay in Touch!

You have Successfully Subscribed!