IMPORTANT - PLEASE READ THESE PAGES CAREFULLY: This Contract is a legal contract between you (the "User") and the Canadian Institute of Chartered Accountants ("CICA") for the Services offered by the CICA on its CA Firm Directory web site, www.cafirmdirectory.com (the "Web Site"), and as selected by the User upon online registration for a CA Firm Directory User account (the "User Account").

BEFORE USING THE WEB SITE OR SUBMITTING YOUR CA FIRM DIRECTORY LISTING TO THE WEB SITE, YOU ACKNOWLEDGE HAVING READ THE FOLLOWING TERMS OF USE CONTRACT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS CONTRACT YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS WEB SITE AND THE SERVICES INCLUDING YOUR USER ACCOUNT IF REGISTRATION HAS ALREADY BEEN COMPLETED.

References on this Web Site to "we", "our" and "us" are references to CA Firm Directory.

SECTION 1 - SERVICES

1.1 CICA provides this Web Site to the User as a service for individuals to find CA Firms and for CA Firms to create a listing to promote their services.

1.2 By registering online for a User Account, you acknowledge that you are a CA Firm seeking to create a listing to promote your services.

SECTION 2 - REGISTRATION AND PASSWORD

2.1 You acknowledge that you are solely responsible for maintaining the confidentiality of your User Account password which allows access to a non-public area of this Web Site and that you will be responsible for any loss resulting from any unauthorized use of your User Account. You agree to immediately notify CICA of any unauthorized use of your User Account.

SECTION 3 - USE AND OWNERSHIP OF MATERIALS

3.1 The Contract does not transfer to you any right or interest in the Services or the Web Site, including any information, data, application, image, video, graphics, or other materials made available through the Services or through an associated third party content supplier that is found on the Web Site (collectively, the "Content"), or with respect to any modification, translation, or subsequent broadcasting.

3.2 CICA owns, or possesses all the necessary licences to use, all of the documents made available on the Web Site (the "Documents").

3.3 You acknowledge that the Web Site, Services, Content and Documents are protected by copyright, trade-mark, trade secret or other intellectual property laws under both Canadian and international laws, and that CICA has proprietary rights, copyrights and other rights and interests in the Web Site, Services, Content and the Documents, as well as any modifications, translations or subsequent broadcasting, and all other material relating to them.

3.4 You acknowledge that CA Firm Directory and www.cafirmdirectory.com are trade-marks owned by CICA, which cannot be used without the prior written consent of the CICA. All other trade-marks, product names as well as all company names and logos appearing in the Content or Documents or on the Web Site are the property of their respective owners.

3.5 You may not modify or remove any copyright, trade-mark or any other proprietary notices, appearing on the Web Site, in the Content or in the Documents. Nor may you modify, reproduce, remove, distribute, broadcast, publish or transmit the Content or the Documents, nor may the User add elements, participate in the transfer or sale of the Content or Documents, or exploit in any way, the Content or Documents.

3.6 Notwithstanding the previous clauses, you are hereby granted a non-exclusive , non-transferable, limited license to view and download a single copy of the Content and/or Documents available on the Web Site, and to reproduce, print, and distribute portions of the Content (exclusive of the Web Site's design and structure and underlying HTML code) and/or Documents retrieved from this Web Site, provided

(a) it is used only for informational, personal or non-commercial purposes only ;

(b) you do not alter or modify the Web Site, its Content or the Documents in any way;

(c) the reproduction retains all copyright, trade-mark, service-mark and other intellectual property notices contained in the original Content and Documents; and

(d) the Content and Documents will not be reproduced, displayed, stored, or distributed on any network or on any electronic media whatsoever.

SECTION 4 - USER REPRESENTATIONS AND WARRANTIES

4.1 You represent and warrant to CICA:

(a) You will not use the Web Site, Services, Content or Documents for any purpose prohibited in the Contract or for unlawful purposes;

(b) Personal information you provide to the CA Firm Direcotry during the registration process , concerning your identity, contact information and résumé is true and accurate;

(c) You will not modify or delete any material posted by any other User;

(d) You will not use any engine, software, routine, tool, agent or other device or mechanism to interfere or attempt to interfere with the proper working of this Web Site or any activity being conducted on this Web Site, including taking any action which imposes an unreasonable or disproportionately large load on the server hosting the Web Site;

(e) You will not attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site;

SECTION 5 - USER SUBMITTED INFORMATION

5.1 You acknowledge and agree that you are solely responsible for the form, content and accuracy of any information posted by you on the Web Site and are responsible for the consequences of their posting. You must not, and by using this Web Site you agree not to, do the following things: post material that is in breach of copyright ; post material that reveals trade secrets or breaches trade-mark or patent rights ; post material that infringes on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, or abusive, to another User or any other person; post a sexually-explicit image or statement; post advertisements or solicitations of business, post chain letters or pyramid schemes; impersonate another person; or post material that contains viruses, or other computer programs intended to damage or interfere with any system, data or information.

5.2 You acknowledge and agree to grant CICA a licence to post, display and otherwise reproduce any copyrighted information that you submit to CICA, upon granting consent, to post on the public-access area of the Web Site.

5.3 CICA does not represent or guarantee the truthfulness, accuracy, or reliability of the information posted by Users. You acknowledge that any reliance on material posted by other Users will be at your own risk. CICA offers a passive service for the posting and online distribution of User-submitted employment information and has no obligation to screen information in advance and is not responsible for the screening or monitoring of information posted by Users.

5.4 If notified by a User of postings which allegedly do not conform to these Terms and Conditions, CICA may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the posting. CICA has no liability or responsibility to Users for performance or non-performance of such activities.

5.5 CICA reserves the right, in its sole discretion, to modify or remove any information provided by the User, including postings which are abusive, or illegal, if the information contravenes these Terms and Conditions.

SECTION 6 - DISCLAIMERS

6.1 You acknowledge that any use of or reliance on the Web Site, Services, Content or Documents shall be at your own risk. CICA makes no representations or warranties of any kind regarding the Web Site, the Services, the Content and/or the Documents, all of which are provided on an "as is" basis. CICA, to the fullest extent permitted by law, expressly disclaims all representations, warranties and conditions, including without limitation any implied warranties and conditions of merchantability, merchantable quality, non-infringement and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade. CICA makes no warranties about the technical accuracy, reliability, completeness, or timeliness of the Web Site, Content, Services, Documents, software, text, graphics, and links.

6.2 CICA does not warrant that the Web Site, the Services or the Content will continue to operate, operate without interruptions or that it will be error-free, or that the Web Site and its server are free of computer viruses or other destructive mechanisms or that the Web Site, Services, Content and Documents are up-to-date. If your use of the Web Site, the Services or the Content results in the need for servicing or replacing equipment or data, CICA accepts no responsibility for those costs.

SECTION 7 - LIMITATION OF LIABILITY

7.1 In no event shall CICA, its officers, directors, employees, agents and affiliates, its suppliers, or any third parties mentioned on the Web Site, be liable for any damages whatsoever, whether for loss, damages or injury (including, without limitation, indirect, punitive, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Web Site and the Services, or from the use of a link to any web site other than this one, whether based on warranty, contractual or other liability, and whether or not CICA is advised of the possibility of such damages.

7.2 Notwithstanding 7.1, the aggregate liability for CICA to you for all claims arising from the use of the Web Site, Content, Services and Documents is limited to $100 Canadian.

SECTION 8 - INDEMNITY

8.1 You agree to defend, indemnify, and hold harmless CICA, its officers, directors, employees, agents and affiliates, its suppliers, and any third parties mentioned on the Web Site, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees (judicial and extra-judicial), alleging or resulting from your use of the Web Site, Services, Content or Documents, or your breach of these Terms and Conditions. CICA shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

SECTION 9 - TERMINATION

9.1 CICA reserves the right, at its sole discretion without advance notice, to immediately suspend or expel Users, terminate their User Account and prevent their further access to the Web Site or Services upon any breach of these Terms and Conditions . CICA may take any action with respect to User-submitted information that it deems necessary or appropriate in its sole discretion if it believes it may create liability for CICA or may cause the CICA to lose the services of its ISPs or other suppliers.

9.2 Notwithstanding the above, Section 3, Section 4, Section 6, Section 7, Section 8, Section 11 and Section 13 survive any termination of the Contract.

SECTION 10 - AGREEMENT TO PRIVACY POLICY

10.1 You agree to abide by the CA Firm Directory Privacy Commitment, which is incorporated by reference into these Terms and Conditions.

SECTION 11 - LINKED WEB SITES

11.1 The Web Site provides links to independent third party web sites, as well as references to certain products, services or publications that do not belong to CICA and are provided solely as a convenience to the User and not as an endorsement by CICA of their contents. CICA neither endorses nor is responsible for any content and makes no representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive mechanisms.

11.2 You may provide hyper-links to this Web Site provided

(a) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or the visual presentation of this Web Site;

(b) you do not imply, mislead or misrepresent that either CICA or CA Firm Directory endorses you or your products or services;

(c) you give CICA notice of such link by sending an e-mail to cafirmdirectory@cica.ca;

(d) CICA shall have no responsibility or liability for any content appearing on your web site; and

(e) you discontinue providing hot-links to this Web Site if notified by CICA.

SECTION 12 - CHANGES TO WEB SITE AND THESE TERMS AND CONDITIONS

12.1 CICA reserves the right, in its sole discretion to cancel, suspend, modify or revise this Web Site, the Services, the Content, the Documents, and these Terms and Conditions with or without prior notice. We will endeavour to give you advance notice of such changes, but you should review this posting on a regular basis for changes. Continued use of this Web Site following any change constitutes your acceptance of the change.

SECTION 13 - JURISDICTION

13.1 CICA operates the Web Site from its corporate headquarters in Toronto, Ontario, Canada. CICA makes no representation or warranty that materials at this Web Site are appropriate for use at any locations outside Canada. If you access this Web Site from outside Canada, you are responsible for compliance with all local laws.

13.2 This Contract as well as any legal proceedings resulting from it, the Web Site or the Services is governed by the internal laws of the province of Ontario and the federal laws of Canada. The parties submit to the non-exclusive jurisdiction of the courts of Ontario.

SECTION 14 - GENERAL CONDITIONS

14.1 These Terms and Conditions incorporate by reference any notices contained on this Web Site and constitutes the entire agreement between the parties regarding the matters that it covers and supersedes all prior understandings, offers and agreements on the same subject matter, whether written or oral. If any provision of these Terms and Conditions is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

14.2 No modification of this agreement will be effective unless it is in a written document signed by us or posted by us on our Web Site. No waiver of any term of this agreement will be effective unless it is acknowledged in writing by CICA. A waiver of any term or default of this Contract hereunder shall not constitute the waiver of any other or subsequent breach or default.

14.3 The relationship of the parties is solely that of independent contractors and neither party shall have any authority to act for or bind the other party.

14.4 Rights and obligations of the parties will pass to their respective successors, heirs, executors, administrators, representatives and authorized legal successors, it being understood that no right or obligation covered by the Contract can be assigned voluntarily by the User except in accordance with the Contract.