This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the CorporationCentre.ca Professional Program (the "Program"). As used in this Agreement, "we" means CorporationCentre.com Inc., and "you" means the applicant. "Site" means a World Wide Web site located at the URL www.CorporationCentre.ca.

By applying to the Program you represent that you are a professional or business consulting firm that requires corporate products and services on a recurring basis. Admission to the Program shall be determined by CorporationCentre.ca (in its sole discretion).

We will provide you with a rebate on certain product sales for third parties starting from your second purchase. For a product sale to be eligible to earn a rebate, you must make the order by logging-in into your Professional Account login on the Site. The discount provided is subject to change (in our sole discretion) and based on the presumption that as a professional you will make repeat purchase. If you fail to make repeat purchases (averaging 1 per month) through your professional account over the course of 6 months, CorporationCentre.ca may terminate your participation on the Program.

All CorporationCentre.ca rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply. Specifically, our Website Terms of Use apply to you. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. Customers who buy products through this Program will be deemed to be customers of CorporationCentre.ca.

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are eligible to earn rebates only on our sales of Qualifying Products that occur during the term.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available rebates and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total of products sold to you under this Agreement.

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

This Agreement shall be governed, interpreted and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. Should legal action be required, each party hereby irrevocably attorns to the jurisdiction of the courts of competent jurisdiction of the district of Montreal in the Province of Quebec in connection with any disputes that may result from, arise out of, or relate to this Agreement. Each party hereby irrevocably waives (and irrevocably agrees not to raise) any objection that it may now or hereafter have to the laying of the venue of any proceedings in any such courts and any claim that any such proceedings have been brought in an inconvenient forum. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

The parties hereto acknowledge that they have requested that this Agreement and all related documents be drawn up in English. Les parties aux présentes reconnaissent avoir exigé par la présente que cette convention et tous les documents connexes soient rédigés en anglais.