1. ACCESS TO AND USE OF SOCIAL MEDIA AND MARKETING MATERIALS

1.1 Access to and use of the Social Media and Marketing Materials is provided by Optiom, whose registered office is at 10 Aviva Way, Markham, Ontario L6G1B3. The purpose is to enable access to and use of specified Optiom Brand Assets (as defined below); by organizations undertaking commissions or collaborating with Optiom to the extent and for the period those Brand Assets are required by the organization to carry out their obligations to Optiom (“Permitted Purpose”).

1.2 All access to and use of the Social Media and Marketing Materials is subject to the terms and conditions set out below (“Terms and Conditions”). If you do not agree with any of these Terms and Conditions you are not permitted to use the Social Media and Marketing Materials, or the Brand Assets and you must cease access immediately.

1.3 If there is a conflict between these Terms and Conditions and the terms of Your Contract (as defined below), Your Contract shall prevail but only to the extent of such conflict.

1.4 We recommend that you retain a copy of these Terms and Conditions for future reference.

2. DEFINITIONS

2.1 In these Terms and Conditions the following definitions shall apply, unless the context requires otherwise:

“Optiom” “We/Us/Our” means Optiom Inc.;

“Optiom Brand Assets” means the Optiom Inc. trademarks, service marks, logos, images, video, digital and physical marketing materials and other content owned or licensed by Optiom Inc.

“Intellectual

Property/Intellectual Property

Rights” means all intellectual property rights, including, but not limited to, patents, trade secrets, trademarks, service marks, trade or business names, copyrights and other rights in works of authorship (including rights in computer software),

moral and artists’ rights, design rights, domain names, know-how, database rights and semi-conductor topography rights and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country;

“Permitted Purpose” has the meaning given to it in Clause 1.1 above;

“You/ you” or “Your/your” you and/or the organization you represent, as applicable; and

“Your Contract” means any current contract you may have with Optiom Inc. which permits you or your organization to use Brand Assets to perform your obligations under it; including, but not limited to: Broker Agreement, Restricted License Dealer Agreement, Dealer Administration Fee Agreement, MGA Agreement, Underwriting Agreement

3. HOW YOU MAY USE THE OPTIOM BRAND ASSETS

3.1 Subject to the restrictions set out in these Terms and Conditions, we grant you a royalty free, revocable, non-exclusive use of the Optiom Brand Assets solely for the time and to the extent necessary for performing the Permitted Purpose. You may not copy, reproduce, download, post, broadcast, transmit or otherwise use the Optiom Brand Assets for any other purpose. For the avoidance of doubt these Terms and Conditions do not, and shall not be construed as, giving you any license to use the Brand Assets which is wider or inconsistent with any license of the Brand Assets in Your Contract.

3.2 We may request, based on reasonable objections, the removal of, or revisions to, any of the Optiom Brand Assets. You agree to take appropriate remedial action with respect to any such request within such period as Optiom may require in the circumstances.

3.3 You must not use any part of the Optiom Brand Assets in whole or in part for any commercial purpose other than those strictly required for the performance of the Permitted Purpose.

3.4 If you print off, copy or download any part of our Optiom Brand Assets in breach of these Terms and Conditions, your right to use the Optiom Brand Assets will cease immediately and you must, immediately, at our option, return or destroy any copies of the materials you have made.

3.5 You will not adapt, alter or create a derivative work from any Optiom Brand Assets in a way which is defamatory or calculated to bring Optiom, or any person pictured in it into disrepute.

3.6 You agree to only use the Optiom Brand Assets for lawful purposes and in a way, that does not infringe the rights of Optiom or any third party or restrict or inhibit anyone else's use of the Optiom Brand Assets.

3.7 We may take legal action if we discover any unauthorized use, misappropriation, misuse or infringement of our content, or interference with the identity of the Brand Assets or any action to impair the goodwill of our trade names, trademarks or other Intellectual Property.

4. LIABILITY

4.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

4.2 Subject to Clause 4.1, we will not be liable to you for any loss or damage, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, arising under or in connection with:

4.2.1 use of, or inability to use the Optiom Brand Assets; and,

in particular, we will not be liable to you for:

4.2.2 loss of profits, sales, business, or revenue;

4.2.3 business interruption;

4.2.4 loss of anticipated savings;

4.2.5 loss of business opportunity, goodwill or reputation;

4.2.6 any indirect or consequential loss or damage;

4.2.7 events beyond our control or which could not have been reasonably foreseen; and/or

4.2.8 third party interference such as hacking, computer viruses, bugs, trojans, phishing, and any other cyber crime.

5. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

5.1 While we take reasonable security precaution in respect of the Brand Assets and its distribution method, we do not warrant that they will be totally secure or completely free from bugs, computer viruses or other malicious materials.

5.2 You are responsible for configuring your information technology, computer programs and platform to access the Brand Assets. You should use your own virus protection software.

5.3 You must not knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. By breaching this Clause 8.3, you would be committing a criminal offence under the Criminal Code of Canada. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Brand Assets will terminate immediately without notice.

6. GENERAL

6.1 We may update or amend these Terms and Conditions at any time. Please review these Terms and Conditions regularly to ensure that you are aware of any changes we have made. Your continued use of the Optiom Brand Assets means that you agree to be bound by these Terms and Conditions as updated and/or amended.

6.2 We take abuse of the Brand Assets very seriously and reserve the right to withdraw your access to the Optiom Brand Assets at any time and for any reason, without notice.

6.3 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.