CAFO, INC. ("CAFO")

Legal:  Terms of Use and Acceptance

This website (the "Site"), and any tools and/or services offered and/or provided by CAFO or its affiliate AFCO through this Site (collectively, the "Services"), are offered to you, the user of this Site (a corporation, partnership, sole proprietor, or otherwise, who is engaged in business activities with CAFO), conditioned upon your acceptance without modification of these Terms of Use. To the extent you are a User (as defined in Section 2 below), these Terms of Use also apply to and bind you. Access to the non-password protected portion of the Site is also offered to the general Canadian public and is subject to these Terms of Use (except those terms pertaining specifically to the password protected portion of the Site and the Services offered thereon).

LOGGING INTO THE SITE BY CLICKING ON THE "SUBMIT" BUTTON, AND/OR CONTINUING TO ACCESS AND USE THE SITE AND SERVICES INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AND YOUR INTENTION TO BE LEGALLY BOUND BY THEM. PLEASE READ THESE TERMS OF USE CAREFULLY. IF YOU DO NOT READ THE TERMS OF USE BUT STILL ACCESS THE SITE AND THE SERVICES, THE TERMS OF USE WILL STILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE, PLEASE DO NOT LOG-IN OR ACCESS THE SITE OR THE SERVICES.

You agree that the other terms posted on the Site or any web site of an affiliate of CAFO, as well as any other web site operating rules, disclaimers and policies as may be amended from time to time, are expressly incorporated herein by reference and govern your use of the applicable portions of the Site (or affiliates websites) including your access to the Services. If any terms or conditions of these Terms of Use are inconsistent with the any such other terms, the terms and conditions of these Terms of Use will control and apply to the extent of any such inconsistency.

Sign-In and Authority
Information pertaining to your access to the Services and the password protected portion of the Site (if permitted), including any "User-Ids" or passwords, has been communicated to the person within your organization who has been held out as or otherwise indicated to CAFO as having the authority to make decisions on your behalf (the "Administrator"). If the Administrator does not have the authority to make decisions on your behalf with respect to accessing the Site and Services, please contact CAFO immediately.

In order to access fully and use the password protected portion of the Site and the Services, you must: (i) indicate your acceptance of these Terms of Use by having the Administrator or other person with authority to bind you to these Terms of Use by clicking on the "SUBMIT" button on the sign-in page of the Site; and (ii) have the Administrator or other person with authority indicate which of your employees or contractors may access the Site and the Services (each such employee or contractor with access rights hereinafter referred to as a "User" and collectively as the "Users").

You agree that you will use this Site, the Services, and any products or services received as a result of your use of the Services in a manner consistent with these Terms of Use.

Important Notice and Disclaimer Regarding Information
All information provided on this Site or while accessing the Services (the "Information") is generated, stored or transmitted by computer, may not reflect your or your client's recent transactions and has not been independently audited or reviewed. Accordingly, the information may be subject to error and is provided for informational purposes only. CAFO does not warrant and shall not be responsible or liable for the accuracy, currency and completeness of the Information or your reliance upon the Information. Any and all loan documentation that you or your clients may have entered into remain in full force and effect and the contents of this Site or the Services shall not be construed to limit, waive or otherwise modify any agreements, whether verbal or written. CAFO’s internal records, if different from the Information provided herein, shall prevail and control. This Section shall survive termination of these Terms of Use.

Modification
CAFO may change or amend these Terms of Use from time to time. The date the Terms of Use are changed or amended will be set forth when you log-in to the password protected portion of the Site and at the beginning of these Terms of Use. You should closely monitor this posted date and any change of this posted date shall be deemed notice to you that the Terms of Use have been changed or amended. It is your responsibility to review these Terms of Use where the posted date has changed. By continuing to use this Site or Services or engaging in any of the activities described in these Terms of Use after changes or amendments have been made to these Terms of Use, you are agreeing to accept and comply with these Terms of Use, as amended.

The Services
The Site and Services may provide (but is not obligated to provide) you and the Users with the opportunity to view certain account information pertaining to your customers and clients and submit information or request certain quotations for the insurance products that CAFO offers. In using and accessing the Services, you and the Users shall only view and obtain Information pertaining to you and/or your clients or commence the process of facilitating a quote (to the extent such service is available) for your clients and not for any other person or entity. CAFO's response to any submission of information for a quote by you and the Users shall not be deemed to be an offer or acceptance of an offer for any products or services provided by CAFO. Only the submission of such application through the standard application procedures (which does not include electronic communications) shall be considered an offer to CAFO (with CAFO having the opportunity to respond). CAFO shall not be required to accept any offer and the receipt of any information by you and the Users and CAFO's response to such information (including initiating or further responding to the insurance quotation and purchase process) shall not create any obligations of CAFO to provide insurance or to otherwise follow through on any Service, product or transaction.

You represent, warrant and covenant that you and the Users all rights necessary to access the Information on this Site and have obtain all rights and consents necessary to disclose all the information disclosed hereunder, including, when seeking a quotation.

Notwithstanding anything herein, nothing in this Section 5 shall require that CAFO provide you with access to the Site or Services.

Authorized Use; Copyrights and Trademarks
This Site, the Services and the Information may contain copyrighted works and trademarks and proprietary or confidential material owned by CAFO , or its content providers. If no additional restrictions are indicated to you on a particular part of the Site or while accessing the Services, you and the Users may download, view and copy the Information and other content available from this Site for non-commercial personal or educational purposes only, provided that each copy includes all copyright, trademark or service mark notices or attributions as they appear, on the pages copied. Except as stated above, you may not copy, reproduce, publish, post, transmit, display, store, sublicense, transfer or distribute material or images from this Site without the express written permission of CAFO or its content providers, as applicable ("Permission"). You may not modify, alter, revise, paraphrase, omit, or change any material or images on or from this Site without Permission. You may not create derivative works, whether based in whole or in part upon the information on this Site or any portion thereof without Permission. You may not modify, amend, reduce the size of or in any way obscure any warning, notice, liability limitation, or other license provision in material or images on or from this Site. You may not assign, sublicense, transfer, pledge, lease, rent or share any of the rights licensed under these Terms of Use without Permission. Nothing contained on this Site and/or the Services should be construed as granting, by implication, estoppel or otherwise, any license or right in and to CAFO or AFCO trademarks or copyrighted material of CAFO, or any third party without the express written permission of the applicable party. You agree not to use the Site or Services for any unlawful purpose. You agree to comply with reasonable written requests by CAFO to protect the information providers' and CAFO's respective rights in the information contained in this Site or as a part of the Services.

CAFO reserves the right to prohibit access to anyone whom CAFO determines are violating these Terms of Use, restricting or inhibiting any other user from using or enjoying the Site, or whose conduct CAFO reasonably determines may constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, provincial, federal, or international law. Unauthorized entry (commonly referred to as hacking) into any portion of the Site or access to the services may be contrary to laws in Canada or elsewhere and is contrary to the Terms of Use. CAFO shall be permitted to seek all recourse or remedies available under the law to prevent or prosecute these violations.

You and the Users may only use Information to further your relationship with your clients who are insured through CAFO and not for any other purpose. You and the Users shall not use Information pertaining to one of your clients for the benefit of another.

Limited Availability, Eligibility
Not all Services mentioned on this Site may be available in all geographic areas or at all times. Your eligibility for particular products or Services is subject to final determination by CAFO and/or the applicable content provider. CAFO does not offer any guarantee with respect to and shall not be responsible or liable for any failure by you or the Users to access the Site, the Services or the Information. This paragraph shall survive termination of these Terms of Use.

Your Responsibilities for Protecting Your Information
You agree that you will be solely responsible for the User IDs and passwords that are provided to you and the Users (as such passwords may be changed from time to time in accordance with the procedure set forth in the Site) to log-in to the password protected portion of the Site. CAFO utilizes reasonable security technologies to protect personal or confidential information. However, the security of this information depends in part on the security of the computer you use to communicate with CAFO, the security you use to protect your User IDs and passwords and those of the Users, and the security provided by your Internet access services provider. CAFO is not responsible for the security of your internet access services provider; you should review the security and privacy policies of your internet access services provider carefully. Information that you pull up via this Site may be stored on your computer or those of the Users during your session for your convenience. If non authorized individuals have access to your or the Users' computers or your or the Users' User ID and password, they may be able to access this information. In any area of the Site requiring a password, you and the Users should log off the Site when you or they are done viewing information or whenever you leave your computer. CAFO is not responsible for the security or privacy of information communicated to or from such a computer. Finally, you and the Users shall keep any correspondence you receive relating to this Site or the Services (including, but not limited to, your User ID, passwords, other registration information, emails, order information, or any other information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of your User ID and the Users User IDs including without limitation any actions that occur in error or without your authorization. Accordingly, it is your responsibility to notify CAFO immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent.

Personal information that the User may provide on the Site is used to facilitate and manage the User's Site profile and the User's use of the Services offered on the Site. CAFO will collect the User's password and login name and any additional security identification information, which is used to maintain security of the Site and control access to the User's online profile. Personal information that the User may provide at this Site or otherwise connected with your Site profile and your use of the Services offered on the Site is collected, used and disclosed as described above and elsewhere in these Terms of Use, and as otherwise described in our Privacy Policy.

Limitation of Liability
YOU HEREBY AGREE TO WAIVE ALL CLAIMS AND CAFO SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CLAIMS AGAINST CAFO, AND ITS THIRD PARTY CONTENT PROVIDERS REGARDING THE SITE, THE SERVICES, THE INFORMATION OR INFORMATION RECEIVED BY YOU AS A RESULT OF USING THE SERVICES OR ANY USE OR ACCESS BY YOU OF ANY OF THE FOREGOING. YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL CAFO, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE OR ITS CONTENT, INCLUDING THE INFORMATION OR SERVICES BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR EQUIPMENT, BUSINESS INTERRUPTION, OR ANY INTANGIBLE LOSSES (EVEN IF CAFO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE UNDER THESE TERMS OF USE OR OTHERWISE RESULT FROM (1) THE USE OF OR INABILITY TO USE THIS SITE, THE INFORMATION, THE SERVICES OR THE INFORMATION; (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE INFORMATION; (3) THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT, INFORMATION, SERVICES, OR DISTRIBUTION OF SERVICES THROUGH THIS SITE. CAFO  SHALL NOT BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH THIS SITE.

CAFO'S  ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, THE SITE OR ANY SERVICES IS YOUR CESSATION OF THE USE OF THIS SITE AND ANY AND ALL SERVICES.

IN ANY EVENT, AND WITHOUT LIMITING THE FOREGOING, CAFO'S  MAXIMUM TOTAL CUMULATIVE LIABILITY TO YOU SHALL BE AN AMOUNT NOT GREATER THAN $100.00.

THE LIMITATIONS ON CAFO'S LIABILITY SET FORTH HEREIN SHALL APPLY WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, OR WHETHER IN TORT, CIVIL LIABILITY BY WAY OF NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE LIMITATIONS ON CAFO'S AND 'S LIABILITY SHALL APPLY NOTWITHSTANDING THE BREACH OF A FUNDAMENTAL TERM OR CONDITION OR BREACH OF AN ESSENTIAL CONSIDERATION OF THESE TERMS OF USE AND SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OF THESE TERMS OF USE. CAFO AND  CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF THIS SITE, THE SERVICES OR THE INFORMATION.

THE LIMITATIONS IN THIS SECTION 9 SHALL ALSO APPLY TO CAFO'S LIABILITY TO THE USERS.

This Section shall survive termination of these Terms of Use.

Indemnification
YOU AGREE TO INDEMNIFY AND HOLD CAFO,  AND ALL THIRD PARTY CONTENT PROVIDERS WHICH PROVIDE CONTENT FOR THIS SITE OR THE SERVICES (EITHER THROUGH LINKS OR OTHERWISE), HARMLESS FROM ALL LOSSES AND DAMAGES, INCLUDING REASONABLE LEGAL FEES, RELATED TO ANY CLAIM OR MADE BY ANY THIRD PARTY RELATING TO CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH THIS SITE YOUR USE OF THE SITE OR THE SERVICES, YOUR CONNECTION TO THE SITE, YOUR VIOLATION OF THESE TERMS OF USE, OR ANY HARM YOU CAUSE ANOTHER USER.

This Section shall survive termination of these Terms of Use.

Disclaimers
SOME OF THE CONTENT ON THIS SITE OR THE SERVICES MAY BE PROVIDED BY THIRD PARTY CONTENT PROVIDERS AND USERS. CAFO HAs NO CONTROL OVER SUCH THIRD PARTY CONTENT AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION GIVEN OR PROVIDED BY THIRD PARTIES (INCLUDING MERCHANTS AND LICENSORS) AND YOUR USE OR THE USE OF THE USERS THEREOF OR RELIANCE THEREUPON.

CAFO AND THE CONTENT PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, RELIABILITY, OR COMPREHENSIVENESS OF CONTENT ON THIS SITE, THE SERVICES AND THE INFORMATION. THIS SITE, THE SERVICES, AND THE INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CAFO AND  DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE SITE, THE SERVICES AND THE INFORMATION, INCLUDING, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. CAFO AND THE CONTENT PROVIDERS CANNOT AND DO NOT GUARANTEE OR WARRANT THAT THE FILES AND OTHER CONTENT AVAILABLE FOR DOWNLOADING FROM THIS SITE AND ANY SERVICE WILL BE FREE FROM INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE WITH CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY AGREE TO RELEASE AND HOLD HARMLESS CAFO AND  FROM AND CAFO AND  SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES OR DAMAGES RELATING TO ANY DISCLAIMED WARRANTY DESCRIBED IN THIS PARAGRAPH.

THE INFORMATION OR THE CONTENT PROVIDED OR AVAILABLE IN ANY SERVICE OR IN THIS SITE IS NOT AND SHALL NOT BE CONSTRUED AS FINANCIAL OR LEGAL ADVICE. CAFO AND  MAKE NO REPRESENTATION REGARDING THE ACCURACY OR IMPORTANCE OF ANY SERVICES. INFORMATION RECEIVED VIA THIS SITE OR THE SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. THE INVESTOR RELATIONS SECTION OF THIS SITE (INCLUDING, WITHOUT LIMITATION, STOCK QUOTES, STOCK CHARTS, AND FILINGS WITH SECURITIES REGULATORS) AND ANY ADDITIONAL CONTENT (COLLECTIVELY, "INVESTOR MATERIALS") IS PUBLISHED SOLELY FOR INFORMATION PURPOSES AND IS NOT A SOLICITATION NOR AN OFFER TO BUY OR SELL ANY STOCK, MUTUAL FUND, OR OTHER SECURITY. THE INVESTOR RELATIONS MATERIALS DO NOT ATTEMPT OR CLAIM TO BE A COMPLETE DESCRIPTION OF THE SECURITIES, MARKETS, OR DEVELOPMENTS REFERRED TO IN THE MATERIAL. ALL EXPRESSIONS OF OPINION ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE INVESTOR RELATIONS MATERIALS ARE OBTAINED FROM INTERNAL AND EXTERNAL SOURCES WHICH CAFO CONSIDERS RELIABLE, BUT CAFO AND  HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION AND CAFO DOES NOT GUARANTEE THAT IT IS ACCURATE OR COMPLETE. BY USE OF THIS SITE CAFO DOES NOT UNDERTAKE TO ADVISE ANYONE. CAFO, ITS EMPLOYEES, AND OFFICERS AND DIRECTORS, MAY FROM TIME TO TIME HAVE POSITIONS IN THE SECURITIES MENTIONED AND MAY SELL OR BUY SUCH SECURITIES. INVESTMENT PRODUCTS ARE NOT BANK DEPOSITS OR INSURED BY THE CDIC OR FDIC OR OTHER ENTITY AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF PRINCIPAL.

This Section shall survive termination of these Terms of Use.

Termination
CAFO may terminate these Terms of Use and/or withdraw, discontinue, amend, revise and/or alter any or all of the Site, the Services or the Information or your access or one or more Users' access to the Site, the Services or the Information for any reason, in its sole and absolute discretion, immediately, at any time, without CAFO being liable to you, the Users or anyone else.

This Section shall survive termination of these Terms of Use.

Severability
If a court determines that any term or condition within the Term of Use is invalid or unenforceable, then such term will be eliminated and the remaining Terms of Use will remain in force and effect.

Entire Agreement; Jurisdiction And Choice Of Law And Forum
These Terms of Use constitute your entire agreement with CAFO regarding this Site and any Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and CAFO with respect to the Site or the Services. This Site, the Services and the Information are intended only for access and use by Canadian residents and are presented solely as a service to visitors and/or subscribers located in Canada. You hereby represent, warrant and covenant that you are a resident of Canada. These Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. You expressly and irrevocably agree that the venue for any claim or dispute with CAFO its employees, contractors, officers, directors, and content providers or relating in any way to your use of this Site, the Services or the Information shall reside in courts located in the city of Toronto. You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought under these Terms of Use. This Section shall survive termination of these Terms of Use.

Language
The parties have required that these Terms of Use and all documents relating thereto be drawn-up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. This Section shall survive termination of these Terms of Use.

Relationship of the Parties
Nothing contained in these Terms of Use shall be construed or implied as creating a relationship of principal and agent, partnership, joint venture or any other relationship between the parties hereto.

This Section shall survive termination of these Terms of Use.

E-Mail Communications
Subject to CAFO's Privacy Policy, CAFO may contact you by email to:
• respond to any questions or submissions you may send us,
• communicate other information as necessary to administer the Site and its Services; or
• unless you have opted not to receive such communications, send you e-mail communications about information we think you will find useful including announcements about new products and services. You may withdraw your consent to receiving promotional communications at any time by calling toll-free 1-800-387-1558

Submissions
You agree to provide true, accurate, current and complete information about yourself when you elect to provide personal information to us. You also agree to maintain and promptly update any such information to keep it accurate. Other than personal information addressed under our Privacy Policy, any and all comments, suggestions, ideas, graphics, or other information that you transmit or post to the Site becomes and will remain the property of CAFO and may be used by CAFO anywhere, anytime and for any reason whatsoever. Except as may be provided in the Privacy Policy, any information or materials submitted to CAFO will be treated as non-confidential and non-proprietary. CAFO will not have any obligation to use or evaluate any information we receive from you. CAFO will not have to pay you or anyone else for using any ideas or other materials that you may transmit to or post on the Site.

Links To Other Web Sites
When this Site provides links to other websites that CAFO believes may be of interest to you ("Linked Sites") please note that when you click on one of these links, you may be moving to another provider's website. These Linked Sites and their providers are not controlled by CAFO, and CAFO shall not be responsible or liable for the contents or the proper operation of any Linked Site or any goods or services purchased through or offered by the Linked Sites. The inclusion of any link to a Linked Site does not imply an endorsement of such Linked Site or its proprietor by CAFO. It is your responsibility to read and comply with the terms of use and privacy statements of these Linked Sites. This Section shall survive termination of these Terms of Use.

Inspection, Correction, and Removal of Information
CAFO will use reasonable efforts to allow you to review, correct or update the information that you have provided to CAFO at any time, by contacting us as described in our Privacy Policy. Please note that because of back-up systems and records of deletions, it may not be possible for us to locate and remove from our systems residual information that you have provided to us. CAFO cannot require third parties to change information that has been disclosed to them with your consent. To modify this information, you will have to go directly to the relevant third party.