LAST UPDATE : JULY 5, 2022

OVERVIEW

1. Welcome to the Company's platform. The www.tierpeak.com website is owned by the Company and may be operated by one or more of its subsidiaries, affiliates or licensees (collectively, the "Companies").

2. These terms and conditions ("Terms and Conditions") govern your use as a visitor to www.tierpeak.com and/or other websites operated by the Company that reference the Terms and Conditions (the "Company's Websites"). Please read these Terms and Conditions carefully. By using, accessing and/or visiting the Company's Websites, you consent to and accept these Terms and Conditions.

3. If you do not agree and accept the Terms and Conditions, you must immediately stop using, accessing and/or visiting the Company's Websites.

4. If you are under 13 years of age, you may use the Company's Web Sites only with the involvement of a parent or guardian.

5. Please also carefully review the Company's privacy policy, located at www.tierpeak.com/privacy-policy . By agreeing to these Terms and Conditions, you also consent to and accept our privacy policy.

6. In addition to the General Terms and Conditions and the Privacy Policy, other terms and/or additional terms may apply in certain limited circumstances, such as when you sign up for a service, promotion and/or agree to receive emails or download software. The Company will provide you with these terms before you register or download any software.

7. By visiting, browsing or using the Company's Websites (including by simply viewing the content on www.tierpeak.com) and the information, applications and services offered therein or thereby (collectively the "Services"), you and each person you authorize to access the Company Websites through your account (if any) agree to be bound by these Terms and Conditions as between you and the Company, the Company's Privacy Policy and any other operating rules, policies and procedures that may be published by the Company from time to time on the Company Websites, each of which is incorporated by reference and each of which may be updated or modified by the Company from time to time without notice to you.

8. These Terms and Conditions set forth the legally binding terms and conditions for your visit and/or use of the Company's Websites and apply to all users of the Company's Websites, including visitors (individually and collectively "you" or "user(s)").

9. The terms and conditions of these Terms and Conditions are in addition to and do not modify any other agreement between you and the Company, including any other agreement that governs your use of the content, tools and information available on or through the Company's Websites.

10. Your use of the Company Websites is governed by the version of the Terms and Conditions in effect at the time of use or purchase. You agree to access the information on the Company's Web Sites solely for the purpose of using the services as found on the Company's Web Sites.

11. The information, content, materials, offers and descriptions on the Company's Web Sites may contain typographical errors or inaccuracies. Any dated information is published only as of its date and the Company assumes no obligation or responsibility to update or amend such information. You agree that Company and its subsidiaries, affiliates and licensees shall not be liable to you or to any third party for any modification, suspension, rejection or discontinuance.

12. You agree that these Terms and Conditions do not entitle you to any new versions, support, updates, add-ons, patches, enhancements or fixes for the Company Websites (collectively, "Updates"). However, Company may from time to time provide automatic Updates to Company's Websites in its sole discretion (and without any prior notice).

MODIFICATIONS

13. Company reserves the right, in its sole discretion, without any obligation or notice, to change, delete, replace or correct the information, content, materials, features, offers and descriptions on Company's Websites, these Terms and Conditions, our policies, and/or the terms and conditions applicable to any service, registration, opt-in or download (a "Modification") and to suspend and/or deny or discontinue access to Company's Websites at any time, to anyone for any reason.

14. We will notify you of any material changes to the Terms and Conditions by posting the new terms and conditions on the Company's Websites. Please check these Terms and Conditions regularly for any changes. The date of the last revision will appear at the top of the Terms and Conditions. Your use of the Company's Web Sites following any change to the Terms and Conditions will signify your acceptance of the revised terms.

15. Your continued use of and access to the Company's Web Sites constitutes your acknowledgement of and agreement to the Terms and Conditions then in effect.

ACCESS AND USE OF THE COMPANY'S SITES

16. Subject to these Terms and Conditions, Company grants you a limited license to access and use the Company Websites. However, except as otherwise provided in these Terms and Conditions, the content of the Company's Websites is owned or licensed by the Company and protected by various intellectual property and other laws. Accordingly, without our express written consent, you may not download (other than page caching) or modify any Company Web Site or portion thereof, or reproduce, distribute, duplicate, copy, display, sell, mirror or otherwise exploit the Company Web Sites or any portion thereof. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of www.tierpeak.com so long as the link does not portray the Company or www.tierpeak.com in a false, misleading, derogatory, or otherwise offensive manner. You may not use any META tags or any other "hidden text" utilizing the Company or the Company's name or trademarks to reference the Company's Websites without our express written consent. You may not use disguised references to link to a Company Site. Without our prior written consent, you may not exploit the Company Websites or any content contained therein for commercial purposes.

17. Any unauthorized use of the Company's Web Sites or use in violation of these Terms and Conditions terminates this limited license.

USER ACCOUNTS

18. To access enhanced features of certain products and/or to access certain features or promotions on the Company's Web Sites, you may, at your option, register for an account. If you register, you are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password and to immediately notify Company of any unauthorized use. Company reserves the right to refuse service or terminate accounts if you fail to comply with these Terms and Conditions or any additional terms that may apply to these services, in Company's reasonable discretion.

DOWNLOADS

19. We take reasonable precautions to ensure the security and integrity of any content we make available for download. However, your use of downloaded software or other materials from the Company's Web Sites is entirely at your discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results or may result from the use of any such download. We assume no responsibility for viruses, Trojan horses, malicious adware, spyware or other potentially harmful components resulting from or in connection with any download from the Company Websites. In addition, we are not responsible under any circumstances or to any extent for any software or material related to the Company that is downloaded from sites or sources outside of the Company Websites.

LINKS TO THIRD PARTY WEBSITES

20. The Company's Websites may contain links to third-party websites. You acknowledge and agree that the Company does not control such third-party websites and is not responsible for their content or policies, and that the links are provided as a convenience and do not represent an endorsement by the Company of the third-party websites. If you access these third-party websites through the links, you do so at your own risk.

PROHIBITED CONDUCT

21. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any content. You represent and warrant that you own or otherwise control all of the rights and/or the right to publish the content you submit and/or post; that the content is accurate; that the use of the content you provide does not violate these Terms and Conditions and will not cause injury or damage to any person or entity; and that you will indemnify the Company for all claims resulting from the content you provide.

22. The content you post must not be illegal, obscene, offensive, racist, sexist, hateful, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable to Company, in its sole discretion, and must not include or contain software viruses, political campaigning, commercial solicitation, advertisements, chain letters, direct mail, or any form of "spam."

NO OBLIGATION FOR THE COMPANY TO MONITOR

23. The Company takes no responsibility and assumes no liability for any content posted by you or any third party. The Company may monitor, review or edit such content posted or submitted by you or others, but is under no obligation to do so.

ELECTRONIC COMMUNICATIONS

24. When you visit a Company Site or send e-mails to us, you are communicating with us electronically and therefore consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on the Company's Web Sites. 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.

INTELLECTUAL PROPERTY ISSUES

25. Copyright. All content included on the Company's Web Sites, such as text, photographs, graphics, logos, button icons, images and software, and the compilation thereof are, unless otherwise noted, the property of the Company and/or its licensors and protected by Canadian, U.S. and international copyright laws and other related laws and regulations. All software and other materials available for downloading from the Company's Web Sites are, unless otherwise noted, the property of the Company and protected by Canadian, United States and international copyright laws.

26. Company's trademarks, including Company's names and other graphics, logos, page headers, button icons, scripts and service names may be trademarks, registered trademarks or trade dress of Company. You may not use any of the foregoing in any manner that disparages or discredits the Company or is likely to cause confusion among customers. You may not use the Company's trademarks and/or trade dress in connection with any product or service without our express written consent.

27. User shall not use any of the Company's intellectual property without the Company's prior written consent, except for User's internal business purposes for which the Company's Services are intended.

USER FEEDBACK AND UNSOLICITED IDEAS

28. If you have any comments on how we can better improve our products or services, you are invited to send an e-mail to the following official address: info@lasociété.ca. Any feedback you provide shall be deemed non-confidential and non-proprietary. The Company shall be free to use such information on an unrestricted basis.

29. Other than the above comments, the Company does not accept or consider unsolicited ideas, including (without limitation) ideas for new or improved products or technologies, product enhancements, warranties, processes, materials, new advertising campaigns, promotions, marketing plans or new product names (each an "Unsolicited Idea"). Please do not send unsolicited ideas in any form to the Company or its employees. This policy is necessary to avoid potential misunderstandings or litigation if the Company's services or activities are similar to an unsolicited idea.

30. If you decide to submit an Unsolicited Idea despite the above notice, you will be deemed to have agreed to the following terms: (1) the Unsolicited Idea is not confidential or proprietary to you or any third party; (2) the Company owes neither you nor any third party any obligation (including compensation) in connection with the Unsolicited Idea; (3) Company has full discretion and freedom to use, retain or disseminate the Unsolicited Idea for any purpose and in any manner whatsoever; and (4) you will indemnify and hold Company harmless from any and all liabilities, damages, losses, costs and expenses arising from Company's use of the Unsolicited Idea.

DURATION AND TERMINATION

31. These Terms and Conditions will remain in effect between you and Company unless and until Company terminates it or you terminate it by deleting all of your Content from the Service, closing your account, or ceasing to view Content accessible through Company's Websites. Upon termination of the Terms and Conditions for any reason, you must destroy and delete from all computers and other storage media all copies of any intellectual property owned by the Company or any other user that you have acquired through your use of the Company's Web Sites. Your representations in the Terms and Conditions and other provisions which by their nature are designed to survive termination shall survive any termination or expiration of these Terms and Conditions.

32. Without notice, Company may terminate your license to access the Company Websites and/or your user account if you violate or breach these Terms and Conditions or for any other reason, including Company's discontinuance of the Company Websites. In the event of termination, the provisions regarding prohibited conduct, electronic communications, user accounts, uploads, user comments and unsolicited ideas, disclaimer of warranties, limitation of liability and miscellaneous provisions will remain in effect.

DISCLAIMER OF WARRANTIES

33. YOUR USE OF THE COMPANY'S WEBSITES AND ALL CONTENT IS AND WILL BE AT YOUR OWN RISK. THE COMPANY'S WEBSITES AND ALL CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY'S WEBSITES, ALL CONTENT AND SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE COMPANY'S WEB SITES OR WEB SITES LINKED TO THE COMPANY'S WEB SITES, AND DOES NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES ADVERTISED BY ANY THIRD PARTY THROUGH THE COMPANY'S WEB SITES. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ANY BUGS, VIRUSES OR OTHER "MALWARE" THAT MAY BE TRANSMITTED ON OR THROUGH THE COMPANY'S WEBSITES, FOR ANY ERRORS OR INACCURACIES IN THE CONTENT, OR FOR ANY LOSS OR DAMAGE THAT MAY OCCUR AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE IN ANY WAY THROUGH THE COMPANY'S WEBSITES. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

34. IN NO EVENT SHALL THE COMPANY, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, ANY CAUSE OF ACTION UNDER THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO OR INABILITY TO ACCESS OR USE THE COMPANY'S WEBSITES (INCLUDING PRODUCTS, SERVICES AND SUPPORT SERVICES OFFERED ON THE COMPANY'S WEBSITES OR DOWNLOADABLE MATERIALS), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL THE COMPANY'S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR A PRODUCT OR SERVICE FROM THE COMPANY.

35. The foregoing limitations shall apply even if any warranty or remedy provided under the Terms and Conditions fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or other limitations set forth above, so the above limitations or exclusions may not apply to you.

INDEMNITY

36. You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees and agents (the "Company Parties") from and against any and all losses, costs, damages, liabilities and expenses arising out of or relating to your use of the Company Websites and/or any action by you that violates any law, regulation or third party right.

37. Indemnity. In particular, you agree to indemnify and hold the Company Parties harmless (including attorneys' fees and costs) from any claim or demand made by any third party due to or arising out of your access to or use of the Company Websites, your violation of these Terms and Conditions infringement by you or any third party using your account of any intellectual property or other right of any person or entity, or for any content posted by you on the Company Web Sites (including claims of defamation, invasion of privacy, or other violation of the rights of any person). Your obligations under the foregoing indemnity shall not be offset by any other claim you may have against any Company Party. You are solely responsible for your use of the Company Websites, any content you upload, post, email, transmit or otherwise disseminate using or in connection with the Company Websites, and any consequences thereof, including the use of your content, by other users and third parties. You agree that the provisions of this paragraph shall survive any termination of your account(s) or use of the Company Websites or the Services.

38. Release. In addition, you hereby release any and all claims you may have against any Company Party that are in any way related to the Company Websites or your use of content offered through the Company Websites, including any content or referrals you may receive as a result of your registration with the Company.

DISPUTES

39. Best Efforts to Resolve Disputes. Both the User and the Company agree to use their best efforts to promptly resolve any questions, disputes, controversies, claims or other matters of difference concerning questions of fact or law arising out of or relating to these Terms and Conditions and any subsequent modifications of these Terms and Conditions, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach (threatened, alleged or actual), enforcement or termination, as well as non-contractual claims and any damages resulting from any of the foregoing (a "Dispute"). To this end, we agree to discuss and negotiate with each other, in good faith and with an understanding of our mutual interests, to reach a fair and equitable resolution satisfactory to both of us.

40. Arbitration. You agree to waive the right to file a lawsuit and/or participate in class actions. Instead, if we fail to reach a resolution under sec. 39 within fifteen (15) calendar days of the date either of us is notified in writing by the other that a dispute exists (the "Dispute Notice"), then upon written notice from one of us to the other (the "Arbitration Notice"), the dispute (including disputes related to any investment, vehicle or other transaction you have undertaken through or in connection with your use of the Company's Web Sites, but excluding disputes referred to in Section 41The dispute (including disputes relating to any investment, vehicle or other transaction undertaken by you through or in connection with your use of the Company's websites, but excluding the disputes referred to in Section 3) shall be finally settled by arbitration before and under the auspices of the Canadian Commercial Arbitration Centre (the "Arbitration Centre") in accordance with its Commercial Arbitration Rules, which we expressly declare to be known to us and which are incorporated herein by reference subject to the following provisions:

a. the Arbitration Tribunal shall consist of a single arbitrator appointed by mutual agreement of the parties, or if no agreement is reached within fifteen (15) business days of delivery of the Notice of Arbitration, any party may request the Arbitration Centre to appoint an arbitrator;

b. arbitration may be conducted in person, by submission of documents, by telephone or online;

c. the arbitrator shall afford each party the opportunity to be present, to be heard fully, by counsel or otherwise, and to cross-examine, provided that the parties shall agree on an appropriate method of obtaining the applicant's testimony, including agreeing on a means of obtaining the applicant's live testimony, if any, in a manner that minimizes travel and expense to the applicant;

d. we both expressly agree that any arbitration hereunder may proceed in the absence of any party who, after notice, fails to appear at such arbitration or to obtain an adjournment thereof, and that in such event an award may be made solely upon the evidence presented by the party present;

e. the arbitration shall take place in MONTREAL, QUEBEC, CANADA;

f. the arbitrator shall decide the matter in accordance with the applicable law and in accordance with 43 (including the scope of the arbitration agreement, any limitation period, any set-off, any conflict of laws rules, any tort or delict liability and interest claims);

g. the arbitrator shall have no power to add to or modify any of the provisions of these Terms and Conditions; provided, however, that such provision shall not prevent, in all appropriate cases, the arbitrator's interpretation and construction of the applicable provisions of these Terms and Conditions to the extent necessary to apply such provisions to the Dispute;

h. any compensatory monetary award shall be limited to that necessary to place the aggrieved party in the position as if the other party had fully performed; the arbitrator shall not award special, exemplary or punitive damages;

i. each party shall be responsible for payment of all costs and expenses of its own attorney's fees and expert witness fees; all other costs and expenses of the arbitration proceeding, including the fees and expenses of the arbitrator and transcript costs, shall be shared equally by the parties;

j. all decisions of the arbitrator must be in writing, set forth detailed findings of fact and conclusions of law, be final, binding and conclusive upon the parties and shall not be subject to appeal unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous in law as to necessarily involve bad faith or not supported by evidence;

k. all arbitration proceedings shall be closed to the public and confidential and all pleadings, briefs or other documents submitted or exchanged, any testimony or other oral communication and any award related thereto shall be permanently sealed, except as necessary to obtain the court's confirmation of the award;

l. in no event shall a claim for arbitration be brought after the date on which the institution of judicial or equitable proceedings would be barred by the applicable statute of limitations in the jurisdiction in which the arbitration is held;

m. You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the fullest extent permitted by law, (1) no arbitration will be joined to another; (2) there is no right or authority for a Dispute to be arbitrated on a class action basis or to use class action procedures; and (3) there is no right or authority for a Dispute to be brought as a putative representative on behalf of the general public or any other person.

41. Exceptions to Informal Negotiations and Arbitration. You and Company agree that the following Disputes are not subject to the above provisions regarding informal negotiations and binding arbitration: (1) any dispute seeking to enforce or protect, or concerning the validity of, any of your or Company's intellectual property rights; (2) any dispute related to, or arising out of, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any request for an injunction.

42. Disputes with Others. We reserve the right, but have no obligation, to monitor and/or handle disputes between you and other users. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

42. Governing Law. By using a Company Website, you agree that the laws of the Province of Quebec, without regard to principles of conflict of laws, will govern these terms and conditions and any dispute of any kind that may arise between you and the Company from your use of the Company Websites.

43. Statute of Limitations. You agree that any cause of action arising out of or relating to the Company's Websites must be commenced within one (1) year after the cause of action arises or be forever barred.

MISCELLANEOUS

45. Entire Agreement. These Terms and Conditions, together with the Privacy Policy and any other applicable agreement, set forth the entire understanding and agreement between the parties with respect to the subject matter of these Terms and Conditions and merge, and supersede, all prior discussions, representations, inducements, promises, undertakings, agreements, or the like, whether oral, written, electronic or otherwise, between the parties with respect to such subject matter. Without limiting the generality of the foregoing, no oral explanation or information provided by the parties hereto, or any of them, shall affect the meaning or interpretation of these Terms and Conditions.

46. Other Agreements and Actions. You and the Company agree to cooperate and to execute and provide any other documents or assurances and to do any other acts that may, from time to time, be reasonably required or deemed advisable by the other party to effectively effect or enhance the full intent and meaning of these Terms and Conditions or to otherwise give effect to the provisions of these Terms and Conditions. Without limiting the foregoing, upon Company's request, you will provide Company with any documentation, substantiation, acknowledgement or release necessary to verify your compliance with these Terms and Conditions.

47. Severability. In the event that any clause, term or provision of these Terms and Conditions or any portion thereof is determined by a court, arbitrator or other tribunal of competent jurisdiction to be invalid, unenforceable, in conflict with any applicable law or regulation or otherwise unlawful, these Terms and Conditions shall remain in full force and effect as if the offending clause, term or provision or portion thereof were no longer incorporated herein.

48. No Waiver. Company's failure to insist upon or enforce strict performance by you of any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall not be construed as a waiver of Company's right to assert or rely upon any such provision or right in this or any other forum. In fact, Company may choose to apply certain portions of these Terms and Conditions more strictly or to interpret certain provisions more strictly against certain Users than it does against Users generally, and such disparate treatment shall not be grounds for breach of all of these Terms and Conditions.

49. No assignment by you. Neither these Terms and Conditions nor any rights and/or obligations created pursuant to the terms of these Terms and Conditions may be sold, leased, assigned or otherwise transferred, in whole or in part, by you, and any attempted assignment will be null and void without the prior written consent of Company.

50. Successors and assigns. Subject to the provisions of paragraph 49these Terms and Conditions shall apply to the heirs, executors, administrators, successors and permitted assigns of the parties.

51. No third party beneficiaries. These Terms and Conditions are between you and the Company. No other person has the right to enforce the Company's rights against you or any other user, except to the extent that startups may enforce their own intellectual property rights related to content offered on the Company's Websites.

52. No punitive damages. You and the Company hereby waive to the fullest extent permitted by law (and to the extent that such waiver is not contrary to applicable Quebec law), any right or claim to punitive or exemplary damages against the other and agree that in the event of a Dispute between them, each shall be limited to recovery of any actual damages suffered by it.