TERMS OF SERVICE

YOU AGREE TO THESE TERMS WHEN YOU WORK WITH APEX LEGAL

First, we would like to thank you for choosing our firm. Our aim is to provide quality legal services in an innovative, efficient, and cost effective manner.

We think it is a good idea to be transparent and to get some of the important details out there early in our relationship.

The following describes the nature and extent of our services and the terms that will apply to our relationship.

1. THE PARTIES In these terms and other agreements that incorporate them, "you" or "your '' refers to you, the client, or clients if we are representing more than one person. Reference to "we", "us" and "our" refers to the lawyer or law corporation you retain.

2. DEFAULT TERMS These Terms of Service form the default agreement and govern your engagement of our services. These terms will be incorporated into separate written Legal Services Agreements, which may further modify or replace these terms.

3. THE SERVICES You agree that all services provided by us must be specifically set out in our Legal Services Agreement or consented to by us in writing. In the legal world, this is called a "limited scope retainer." This means that our representation of you is limited to those specific things that we agree to do for you. This agreement must be set out in writing. Working under a limited scope retainer means we are only responsible for providing legal services that we agree to provide. If you would rather retain legal counsel that represents you in all matters that may arise, you must bring this to our attention before we enter into our Legal Services Agreement. When we refer to "Services" in this agreement, we are referring to those Services that we have agreed to provide to you.

4. JOINT REPRESENTATION If you have asked us to represent more than one person (including corporate "persons") in respect of the Services, this is called "joint representation." Representing you jointly simply means we will be engaged by both of you to act on the same matter at the same time.

The Law Society of Ontario allows us to act jointly for clients, but only when their interests are not in conflict. If you do not believe your interests are in conflict, and we agree with your assessment, we may act for you jointly. However, it is possible that your interests could diverge or even conflict in the future.

Because of this possibility, we are required to raise certain issues with you and obtain your consent to the course to be followed if a conflict arises. The following will apply to our joint representation of you:

1. We owe each of you a duty of undivided loyalty. This means we must act in each of your best interests at all times and must not favour the interests of one of you over the interests of another, or allow anything to interfere with our loyalty to each of you or our judgment on your behalf. If we are unable to fulfill this duty of undivided loyalty to each of you, we will have to withdraw.

2. No information we receive from one of you, or from any other source with respect to the Services, can be treated as confidential from either of you. This means that, as long as our joint representation continues, we must disclose relevant information to both of you. However, should we receive information from any source that makes it clear we are in a conflict by acting for you jointly, or if a contentious issue arises between you, we must cease acting for both of you in the matter unless the conflict/contentious issue is resolved.

3. If we have acted for, and have a continuing relationship with, one or more of you in one or more related matters, we recommend that each of you obtain independent legal advice on the issue of us acting for both of you on a joint retainer given our continuing relationship.

4. If we receive or have received confidential information from one of you, we will have to withdraw from this matter unless we receive consent from the relevant party to disclose that information.

5. If a conflict/contentious issue arises between you, you have the option to settle the conflict/contentious issue by direct negotiation with one another, or if you both agree that you want us to assist you in attempting to resolve an issue we may decide to do so, as long as the issue in our view falls short of an actual conflict/contentious issue between you. If a conflict/contentious issue is resolved by direct negotiation between you, or if an issue short of an actual conflict/contentious issue is resolved with or without our assistance, we may then continue to represent both of you.

6. If a conflict/contentious issue arises between you and that conflict/contentious issue is not resolved, and if at the time of the issue arising both of you agree that we may continue working for one of you, will will refer the other or others to an outside lawyer or lawyers.

7. If a conflict/contentious issue arises between you that is not resolved, then we will cease to represent both of you and we will refer you each to outside lawyers.

Although joint representation of a number of clients by a single lawyer or law firm has some advantages, there are aspects of joint representation that could lead to the potential problems we have outlined above. For that reason, we ask that you consent to the potential course of action we have outlined before we commence acting for both of you jointly. We recommend that you each obtain independent legal advice before you give us that consent.

5. TAX PLANNING Tax planning may be central in some transactions in which we act, and taxation issues may be of consequence in most transactions in which we advise. Although on one or more occasions we may advise of certain general tax principles from a legal perspective, and may warn as to certain potential tax consequences, you have not requested, and we do not expect to provide, any specific tax advice in your matters. Good taxation advice should always be obtained from a qualified tax professional.

6. TECHNOLOGY AND PRIVACY POLICY Our firm is on the cutting edge in the use of technology to further our clients’ interests and we work hard to maintain a paperless, or near paperless, law firm. This means that, where possible, we provide legal services, complete transactions, sign documents, and store digital documents and communications using secure local and cloud based technologies. You specifically consent to our privacy policy (https://www.apexlegal.ca/services/privacy-policy), including the use of third-party cloud-based services, which may be located outside of Canada, for the storage, management and transmission of your information, including confidential information relating to the Services.

7. RECORDS RETENTION Where possible, we use digital copies of documents and records. This limits our environmental impact by reducing our paper usage and physical footprint. When an original copy of a record is no longer needed, or not requested, we will keep a digital copy for your file and dispose of the original document. If you request paper copies of all records related to your file, please inform us of this requirement when we open your file. Also, do note that there may be additional fees and disbursements associated with maintaining paper records for your file.

8. FEES Our fees in general matters, drafting, consultation, and attendances (if required) are based upon our normal hourly rates, unless otherwise agreed in writing between you and us. We may also engage lawyers, articled students, independent associates, agents, and notaries public who may provide work on your file at different rates. You authorize us to have these individuals provide services in support of the Services, and in the event that the hourly rate of these individuals is greater than the hourly rate you have been quoted in supporting documents, we will seek your authorization in advance. Unless we have quoted you a flat fee for one or more of the Services, we bill our time in six minute increments and will keep records of all time spent on your behalf. You should note, however, that our fee may increase in certain unique situations, such as in extremely pressing or emergency circumstances, or where our efforts have contributed particular unexpected value. You authorize us to pay on your behalf any reasonable third party bills associated with the Services (e.g. courier charges, postage, government filing fees). That being said, any outside costs (e.g. accountant) remain your responsibility and we are not required to pay any third party costs or fees on your behalf. Cutting to the chase, if you tend to pay our invoices slowly, we will likely not advance costs or fees on your behalf. If you provide prompt payment, we will generally advance reasonable costs for you. Whether those third party expenses are paid by our firm or not, you will remain liable for the same until they are paid in full. You will also be responsible for any “out-of-pocket” office charges allocated to your file. These can include charges for in-house photocopying, scanning and faxing, paralegal time, and other charges not attributable to a third party. We don’t nickel and dime you for this. We don’t charge you for long distance phone calls, nor do we add any weird “overhead” amounts to our invoices. If we have to send something by courier, we will add that cost to your invoice, but we don’t mark it up in any way. All relevant taxes, such as GST and PST, or other taxes as applicable on legal fees, third party expenses, and office charges will also be charged to you.

9. PAYMENT BY CHEQUE Depending on the nature of the transaction, we may require that deposits into trust be paid by a certified cheque or draft drawn upon the account of a Canadian chartered bank or credit union. When you pay an invoice, retainer or amount into trust by cheque, and this payment is returned/reversed due to insufficient funds, a service fee of $50 will be added to your account to cover administrative and other fees and costs incurred by us.

10. RETAINER Where you choose not to provide us with credit card pre-authorization, withdraw credit card authorization, or where we in our sole discretion, require the payment of a retainer, to be deposited into trust, to serve as a source of payment for legal fees, disbursements, and taxes on any current or future accounts rendered, you must provide and replenish all retainer amounts requested as a condition of us providing, or continuing to provide, Services. If a retainer is not paid or replenished on request, or in the event that the credit card authorization is declined or withdrawn, we will not be obliged to carry out further work if no other arrangements have been agreed upon by our law firm.

11. INVOICING We generally send invoices monthly, but sometimes that doesn’t make sense. If we have finished providing the Services, we usually invoice you soon afterwards. Other times, we may choose to invoice you more frequently than monthly or less frequently if we haven’t done much work for you in a while. / Where we hold retainer funds in trust, we will apply such amounts, as applicable, against our rendered invoices and you will be responsible for paying outstanding amounts, if any. Otherwise, if you have pre-authorized payment of our invoices, we will pay our invoices immediately. Payment for invoices is due upon receipt, and where payment is not made within 30 days, interest will be charged on the outstanding balance at a rate of 12% per year from the date of the invoice, until paid.

12. IDENTIFICATION AND VERIFICATION We are required to fulfill certain client identification and verification obligations in accordance with applicable laws and Law Society Rules (the “Rules”), including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (the “Act”), and to verify the identity of any individual or any director, officer, or shareholder of any corporation or organization that we determine is necessary for us to ensure our full compliance with the Rules and the Act. You agree to provide us with information and verification requested in compliance with the Rules and the Act and acknowledge that we may suspend our representation of you until such time as we receive the same to our complete satisfaction. Please note that we may terminate our representation in the event that we do not receive satisfactory information and verification in a timely manner. We are obliged to retain the identification and verification information collected until the later of the date our file concludes and six years from the completion of the work for which we are retained.

13. TERMINATION You may terminate our services at any time on written notice to us. Subject to our obligations to maintain proper standards of professional conduct, we may terminate our services for good reasons, which may include (without necessarily being limited to): • If you or any of your representatives, as designated by you, fail to cooperate with us in any reasonable request; • If there is a serious loss of confidence between us and you; • If you revoke the personal guarantee set out below; • If you fail to provide us with satisfactory identification materials as required above; • If our continuing to act would be unethical or impractical; or • If our accounts or retainers are not paid when rendered or requested. If you terminate our services or we withdraw, you would only have to pay our fees, disbursements, other charges, and the applicable taxes incurred up until the time we stopped acting on your behalf.

14. AMENDMENT AND MODIFICATION This agreement is subject to any additional or supplemental agreements that we may set out in writing. We may also change the terms of this agreement on one or more occasions by providing written notice to you. Upon delivery of notice from us of any change to this agreement’s terms, you will be deemed to agree with such change unless you notify us in writing within 10 business days after receiving notice and, in any event, before we provide further services in reliance on such change. Our ability to change the terms of our engagement, however, will always remain subject to your right to terminate our services in accordance with this letter, which rights we will never change.

15. PRIVACY AND RELATED LEGISLATION We are pleased to advise that our Law Society Rules require us to protect your confidential information. The laws protecting solicitor/client communications further ensure that your engagement of us will enable you to obtain the best legal advice possible on the Services, all protected by privilege. Certain legislative enactments, however, govern the collection, use, and disclosure of personal information.

We require your consent in order to ensure that we are in compliance with that legislation. Accordingly, you consent to the collection, use, and disclosure by us of your personal information (as defined in the Personal Information Protection Act) in relation to the Services and in order to protect your interests. As the nature and scope of the Services may change on one or more occasions, you hereby acknowledge and agree that the purposes for which the information is collected, used, and disclosed may change. You hereby agree that there is no need to obtain your consent with each such change. You also authorize us to disclose your personal information to our agents, other professional advisors whom we are dealing with on your behalf, any necessary governmental authorities, and where necessary or authorized by you, counsel for an opposing party.

16. CASH POLICY Please note that we are only able to accept a maximum of $7,500.00 in cash, including our retainer (if required). As protecting your legal interests may require paying funds within certain time limits, we recommend that you discuss with us any necessary arrangements in advance to provide payment to us by way of certified cheque, money order, bank draft, electronic transfer.

17. REFERRAL FEES If you were referred to us by another lawyer because of our expertise and ability to handle your matter, and not because of a conflict of interest, we may provide the referring lawyer with a referral fee. In accordance with the Code of Professional Conduct for the Law Society of Ontario, any referral fee paid will be reasonable and will not increase the total legal fees charged in your matter. By working with us, you agree that you have been informed and consent to the payment of referral fees in your matter.

18. GUARANTEE Where you agree to the Legal Services Agreement and supporting documentation on behalf of a corporate body or entity, you agree to personally guarantee and perform all obligations of that body or entity to our firm under this agreement. This guarantee will be a continuing guarantee for all obligations that are incurred at any time in the future, and may be revoked by you at any time by notice in writing. If you revoke this guarantee, however, we reserve the right to terminate our services.

19. CLOSING Please let us know if you object to any of these terms of service. If so, we will need to set out alternate terms in a separate agreement. To retain us, you will need to enter into a Legal Services Agreement that incorporates these Terms of Service and our Technology and Privacy Policy.

You will also need to provide the requested retainer, as set out by us. If you have any questions about these Terms of Service, please do not hesitate to contact us. You may wish to seek out independent legal advice, and if you are engaging us in joint representation, we strongly advise that each of you obtain independent legal advice before proceeding together.

We look forward to working with you.