Legal Agreement: Terms of Service

SuiteWorks Business Centres Inc.
Service Agreement

Services Licensed

SuiteWorks Business Centres Inc. (hereinafter referred to as “SuiteWorks”) agrees to: provide professional Workspace, Services and Other Conditions described on the Agreement’s face and reasonable access to areas of the Facility including parking (subject to capacity limitations), restrooms, corridors, reception lobbies and casual meeting area in the cafe.
In SuiteWorks sole and absolute discretion, and at its cost, upon 30 days prior written notice, it reserves the right to relocate Customer and its employee(s) to alternate but comparable Workspace within the Facility. [Mobile Professional Customers, using 20 & 40 hours/month part-time packages, usage in excess of the monthly limit will be charged at $25 per hour. Such part-time Mobile Professional customers understand the part-time Workspaces are subject to availability on a first-come basis; if they wish to be assured of a Workspace when required, they should reserve the Workspace in advance].

Billing & Occupancy
SuiteWorks will bill Customer electronically via email monthly for Total Monthly Fees and Additional Services specified on the face page. Total Monthly Fees are payable in advance, without deduction or offset, on the first business day of each month. Additional Services are billed to the same credit card or EFT supplied. Payments not received when due by the tenth day after due shall incur a 5% late charge and thereafter accrue interest on outstanding balances at a monthly rate of 1.5%. Upon termination of the Agreement or expiry of its Term, Customer consents to SuiteWorks billing to its credit card or debiting via electronic funds transfer from its bank account any outstanding amounts due to SuiteWorks including for Additional Services.

Early Termination & Renewal of Agreement
Customer shall notify SuiteWorks of its intention to renew the Term of this Agreement by written notice one month (30 days) before the Term's expiry. Standard pricing for Workspace and Additional Services applicable at the time of renewal shall be provided. Customer may elect to terminate the Term of the Agreement before its expiry by notifying SuiteWorks in writing of its desire to do so accompanied by an early termination payment equal to 50% of the remaining Total Monthly Fees otherwise due for the balance of the Term.
4884-3390-3517, v. 2

Personnel and Liability
Customer's employees, agents and invitees will not use or occupy any of the Facility for unlawful purposes and will conduct themselves in a manner that does not disturb other individuals in the Facility; their supervision is the responsibility of the Customer. Neither the Customer nor its employees shall be permitted to use the Premises for overnight accommodation, nor shall the Customer or its employees leave vehicles in the parking lot overnight. Customer will provide a list of authorized employees/users for system security, billing and control purposes. No change in the list of persons authorized to use Workspaces shall be permitted without the prior written consent of SuiteWorks
Customer understands and acknowledges that SuiteWorks Provides no property insurance for any of the Customer's property while in the Facility. Customer further understands and acknowledges that SuiteWorks Provides no liability insurance for any of Customer's activities or workers compensation insurance for Customer or any of Customer's agents, employees or guests. Customer agrees to maintain general commercial liability insurance with a limit of no less than $1,000,000. This policy will name SuiteWorks as an additional insured. Customer agrees to indemnify SuiteWorks For injury or illness to any person in the Facility for the loss of Customer or Customer's employees' personal property in the Facility or damage done to equipment or property of SuiteWorks or any individual in the Facility, caused by Customer or Customer's employees or guests. Customer agrees to hold harmless SuiteWorks, its officers, employees and agents from any claim, damage, liability, injury, expense or loss, including defense costs and lawyers' fees, arising from employee activities under this Agreement. Accordingly, SuiteWorks shall promptly notify Customer of any claim or action brought against SuiteWorks. No Customer shall gain access to Suiteworks’ Facility for business purposes until a copy of the required insurance has been delivered to Suiteworks by the Customer.

Equipment & Technology
All equipment, software, furniture or other items provided by SuiteWorks will remain the property of SuiteWorks and may not be moved, removed or altered any way without written consent of the Community Manager. Unauthorized removal or alteration of any equipment and/or furnishings may result in immediate termination of this Agreement and may be prosecuted pursuant to applicable laws. Access to the SuiteWorks network including for internet services, assumes normal transmission/receipt of bandwidth; SuiteWorks reserves the right to limit usage if it exceeds normal customer profiles or charges may apply.
Customer will not redecorate, install/place other furnishings or wiring of any kind that will require any alterations to the Facility or Workspace(s) without prior written approval nor display any signs on, or visible from, the exterior of the Workspace or exterior of the Facility's building.
SuiteWorks is not responsible for any equipment owned by the Customer or its staff that is lost, stolen or damaged. All damage or injury the Workspaces, furniture, equipment or common area facilities of the to SuiteWorks caused by Customer or by its employees, agents, or invitees shall be repaired or promptly replaced by Customer at its sole expense, to the satisfaction of SuiteWorks.
4884-3390-3517, v. 2

Other Terms
Customer shall not assign, sublet, or transfer its interest in this License Agreement without obtaining the prior written consent of SuiteWorks, such consent may be given or withheld in SuiteWorks’ sole discretion. This Agreement constitutes the entire agreement between the parties and supersedes any prior oral or written agreements. The terms of this Agreement may only be changed or amended in writing signed by both of the parties. It may be renewed by mutual written consent and such notice of renewal is effective only when signed by authorized representatives of both parties. Customer and its employees and agents agree to abide by the Customer Code of Conduct; failure to comply with its terms may result in the termination of this Agreement and the denial of access to the Facility to Customer's employees or agents. SuiteWorks will furnish Customer with a copy of its Customer Code of Conduct and any amendments thereto. The relationship of SuiteWorks and Customer hereunder is solely that of licensor or licensee. Neither party shall be considered to be an employee nor agent of the other and nothing in this Agreement represents or implies a landlord-tenant relationship nor a partnership or joint venture between the parties.
This Agreement shall be construed, governed, and interpreted pursuant to the laws of the province of Ontario and the laws of Canada applied therein. The Customer's employee(s) will initially refer all differences of opinion regarding services provided, performance or operating procedures to the Community Manager. Any differences that cannot be resolved at that level shall be forwarded to the President of SuiteWorks who will gladly assist. SuiteWorks will not be responsible for any losses resulting from delay, or failure in performance, from any cause beyond SuiteWorks’ control, including without limitation: war, strikes or labor disputes, civil disturbances, fires, natural disasters, illness disrupting the carrying on of normal business in Simcoe County, power failures or acts of God. The provision of communications and other information technology services by SuiteWorks and their use by the Customer, will be subject to Terms of Service, a copy of which has been provided to Customer.
Customer agrees that it has read and understood the Terms of Service and agrees that they are binding on Customer. SuiteWorks will not guarantee uninterrupted operation of such services and in no event shall it be liable for direct, indirect or consequential damages or injury to the Customer's business or potential business, no matter what causes such damages. Failure of either party to enforce any provision in this Agreement shall not be deemed to be a waiver of that right. Should any portion of this Agreement be declared invalid or unenforceable for any reason, such portion is deemed severable from the Agreement and the remainder shall remain fully valid and enforceable.
Customer shall be in default hereunder when it does not pay any sum payable under this Agreement or if it fails to perform any of its other covenants.
If Customer does not cure such default within five (5) days after written notice from SuiteWorks, SuiteWorks shall have the right without further notice, and in addition to and not in lieu of other remedies, to terminate all of the Customer's rights under this Agreement
and take possession of the subject Workspace(s).
Upon such action by SuiteWorks, Customer shall remain liable for all previous obligations as well as those which may subsequently accrue, including all sums otherwise payable for the duration of the Term of the Agreement. 4884-3390-3517, v. 2

Code Of Conduct

Introduction
This document has been produced expressly for the “clients” of SuiteWorks Business Centres Inc (referred to as
‘SuiteWorks’). It is intended to summarize the policies and procedures that have been developed to ensure that our
Clients are treated with the utmost fairness and consistency. Every Client is required to read and understand the
policies and practices of SuiteWorks. It is not possible to cover the full range of possible activities, nor is it possible
to enforce ethical behaviour with a set of rules. Upholding a high standard of business conduct is the responsibility
of each individual Client. Clients are asked to exercise good sense and judgment and to report any suspected
unethical or illegal behaviour immediately to the General Manager at SuiteWorks and someone from their company
(or, in the case of public sector employees, government department), either their Manager or Human Resources
Representative, who will work in conjunction with SuiteWorks to address and resolve the situation.

Ethical Behaviour
SuiteWorks is dedicated to maintaining its reputation for integrity and good corporate citizenship and expects all
Clients to abide by the basic principles of ethical and lawful business conduct. At SuiteWorks we strive to maintain a
professional work environment where all Clients are treated with dignity and respect.
Confidentiality
All Clients must respect the privacy and confidentiality of others who work at SuiteWorks. Professionalism is always
required when interacting with other Clients. Each Client is required to adhere to the following:
• When leaving your workspace ensure your computer is locked.
• Use discretion when discussing business in open spaces
• Not using speaker phone in an open environment/office
At the end of the day, lock all work in your drawers/cabinets. Due to the unique work environment, there may be
situations where one Client inadvertently becomes privy to the confidential information of another Client. Confidential
information includes, without limitation, information given orally or in writing or in any other form in respect of
customer lists, business plans, strategic plans, computer data, programs, hardware and software, specifications,
drawings, source and object codes, contracts, documents, financial statements, inventions, used in or relating to
the business affairs of other Clients. While every precaution has been undertaken to minimize this situation, if you
do become privy to confidential information, you agree not to disclose or permit the disclosure of any confidential
information to anyone. Furthermore, you agree not to use confidential information gained while using the facilities at
SuiteWorks for any reason nor will you disclose such information to others.

Non-Solicitation
Clients shall not solicit, for their own or their employer’s benefit, directly or indirectly, or for the benefit of any other organization, the business of any customers’ whose identity they learned while working at SuiteWorks.

Clients shall not, directly or indirectly, induce or persuade or attempt to induce or persuade any of the other Clients to
terminate their contracts of employment or solicit or attempt to solicit them to leave their employer.

Workplace Harassment
SuiteWorks is committed to maintaining a work environment which promotes the dignity and self-esteem of its
employees and Clients. In keeping with this philosophy, SuiteWorks believes that all persons are entitled to equal
employment opportunities and does not discriminate based on any of the prohibited grounds of discrimination as
outlined in the Canadian Human Rights Act. These include race, national or ethnic origin, colour, religion, age, sex,
marital or family status, disability, sexual orientation, physical or mental disability, or a conviction for which a pardon
has been granted.
SuiteWorks is also committed to providing a workplace free of harassment and other forms of discrimination on
the basis of any of the prohibited grounds of discrimination and expects all employees, Clients, contractors and
suppliers to cooperate in achieving this goal.
Harassment is defined as engaging in any conduct, comment, gesture, physical or near-physical contact which is
known, or ought reasonably to be known, to cause offence, humiliation, or be unwelcome to any person.
Harassment is strictly prohibited on the grounds of: race, colour, ancestry, age, place of origin, ethnic origin, creed,
citizenship, gender, family status, sexual orientation, marital status, record of offences, handicap or pregnancy.
Harassment may include intimidating, annoying, hurtful or malicious comments or conduct made by one person to
another. Some examples of prohibited workplace harassment include: racial epithets or slurs; mocking or ridiculing
another’s culture, accent or appearance; offensive jokes or pranks; posting or circulating offensive material via
bulletin boards, e-mail or voice mail.
Sexual harassment may include unwelcome sexual advances, requests for sexual favours and other verbal or
physical conduct of a sexual nature. Examples may include but are not limited to; remarks, innuendo’s, suggestions,
requests, gestures, display of pornographic or offensive pictures or writings, inclusive of those transmitted
electronically, and physical contact (i.e.: touching, patting, hugging, pinching, etc).

Harassment Procedure
A person who feels they are a victim of harassment should make it known to the harasser that the unwelcome
comment or conduct displayed is unwelcome, will not be tolerated and must stop immediately. If the harassment
continues, the Client should report the problem to the Community Manager at SuiteWorks and their Manager or
Company Human Resources Representative. If warranted, a joint investigation will be conducted by the two
company Representatives. Any resulting disciplinary process will be undertaken by the employer.

Appropriate Dress
SuiteWorks strives to maintain a professional work environment. It is important, therefore, that all Clients dressappropriately in order to support such an environment. Discretion is required and items such as tank tops, halter tops,torn jeans, shorts, hats and clothing on which there is derogatory wording or pictures are unacceptable at all times.

Building & Facilities
Building Orientation:
Every new Client at SuiteWorks will participate in an orientation which will include a tour or the building and facilities,
fire and other evacuation procedures and briefing on security, privacy and confidentiality policies.

Security Card
In order to protect Clients and minimize risks and liabilities, we have a security access pass system. All Clients are
required to swipe their pass every time they enter and exit the building. A time record log of all entries and exits will
be maintained by SuiteWorks and will be made available to any employer that requests a copy in respect of their own
employees.
Your pass is for your own personal use to gain access to the office building and should not be loaned to anyone.
Should you lose your Security pass, please contact the Client Services immediately. A fee will be charged for the
replacement of the card.
This pass is the property of SuiteWorks and must be returned when you terminate your arrangement with SuiteWorks.

Guests
Please ensure that all your guests are properly processed at reception, always escorted appropriately while they are
in the secure office environment, restricted to the Client’s workspace, common areas and meeting rooms.
Workspace
To ensure confidentiality and a safe and healthy work environment, Clients are urged to keep their workspace neat
and free of dangerous materials. Additionally, before brining any non-standard office supplies, equipment or materials
to the SuiteWorks office, Clients must first obtain prior written approval from the Community Manager.
Furthermore, in order to preserve the durability and functionality of the office furniture and equipment,
Clients are asked to handle all equipment with care. If there is a defect in the building, furniture or equipment which is
likely to cause injury, the Client should immediately inform the Community Manager at SuiteWorks.
Environment SuiteWorks strives to maintain an office environment that is productive, efficient, peaceful and respectful
for all our Clients. We would request that Clients use headphones when listening to music, on a conference call or
interacting with any computer program that has sound such as the Internet.

Removal of Office Materials
Clients are not permitted to remove any furniture, equipment or materials belonging to SuiteWorks or to any other
Client without the written permission from the Community Manager. Removal of any property belonging to SuiteWorks
or any Client without proper authorization will be interpreted as theft and SuiteWorks will take appropriate legal action.

Health & Safety
Safety & Accident Control In the course of conducting its business, SuiteWorks is committed to providing its Clients
with a safe operating environment. Effective accident control is of vital concern to the Company and safety is a prime
consideration in the design and installation of all company facilities.
To this end, SuiteWorks supports and all Clients are expected to co-operate fully in the following safety measures:
1. Safety issues or concerns should be brought to the attention of the Community Manager of SuiteWorks.
If there is a defect in the building, furniture or equipment that is likely to cause injury, the Client should
immediately inform the Community Manager.
2. Every Client is primarily responsible for his/her own safety and should use care and caution when operating
company equipment.
Reporting an Accident All injuries, however minor, must be reported immediately to the Community Manager of
SuiteWorks and the Clients’ employer, who will ensure that adequate treatment is available and provided.
First aid kits are available for injuries that require minor first aid treatment. Injuries which require
professional medical treatment and/or which involve loss of work time beyond the day of the injury must be reported
to the Clients’ manager and/or Human Resources Representative.
Fire Evacuation Procedures: The Fire Evacuation Procedures are posted on the bulletin boards. Clients should makethemselves aware of the location of fire routes (floor emergency exits), fire fighting equipment and fire alarms in their
respective location. As a building occupant, if you discover a fire, the following procedures should be carried out:
1. Leave the fire area, closing all doors behind you;
2. Activate the building fire alarm at the nearest fire alarm pull station;
3. Evacuate the building, using the nearest exit (Do Not Use Elevators)
4. Assemble in your designated area outside the building and inform the Community Manager of the exact
fire location. Do not return to your work area until it is declared safe to do so by the Fire Official.
As an occupant of the building, if you hear the fire alarm, you should:
1. Leave the building immediately using the nearest exit;
2. Assemble in your designated area outside the building. Do not return to your work area until it is declared safe to do so by the Fire Official

Smoking
SuiteWorks does not permit smoking on our property nor does it maintain a smoking area.
Internet/Intranet/E-mail
The Internet/Intranet and E-mail are business tools, which are to be used for business-related purposes only. Clients
are required to use the Internet and E-mail in a professional manner.
Security is the main concern of all Internet/Intranet and E-mail users. All users will be held accountable for any breaches of security or confidentiality.Clients with Internet access may download software for direct business purposes only. Any software downloading,
acquisition and/or use must be properly licensed and registered. All materials, including e-mails, received or
downloaded from the Internet must be scanned for viruses.
Clients must not access, view, download, use, share, store, forward, print, communicate or create information that
is inappropriate, unethical or illegal. This would include sites, images, messages or materials that are obscene,
pornographic, sexual, racial, gambling or drug related, violent, defamatory, derogatory, discriminatory or harassing
in nature. The display or distribution of sexually explicit images or documents is a violation of the Workplace Harassment policy. No Client may use the company’s Internet/intranet facilities to intentionally spread any virus, worm or any other
software that is intended to do harm.
SuiteWorks reserves the right to inspect any and all files stored in any area of our network in order to assure compliance with SuiteWorks Infrastructure.

Internet/intranet Email/Procedure Any violation of this policy will result in an investigation by SuiteWorks and where appropriate, the Client’s Human Resources representative.
Consequences for Contravening Client Code of Conduct Clients are asked to exercise good sense and judgment with respect to compliance with any provision of this Client
Code of Conduct. The Community Manager will endeavor to amicably resolve directly with the Client anycontraventions of the Code’s policies or procedures. In the event that the Community Mananger cannot resolve amatter to the satisfaction of any Client, third party Client initiating a complaint or SuiteWorks, the Community Manager shall notify in writing the contravening Client’s Manager or Human Resources Representative, who will work in conjunction with SuiteWorks to address and resolve the situation. If warranted, a joint investigation will be conducted by SuiteWorks and the Client’s employer Representative. Any
resulting disciplinary process will be undertaken solely by the employer.

Acknowledgement I have reviewed the Client Code of Conduct - Policy and Procedures of SuiteWorks. I acknowledge
that it is my responsibility to read, understand and comply with the policies in this document. I understand the policies
and procedures and agree to abide by them. I understand that failure to comply with the policies and procedures could
result in disciplinary measures by my employer, up to and including the termination of access to and working at the
SuiteWorks offices. SuiteWorks reserves the right to terminate the relationship with the Client for breach of this policy.