DISNAT DIRECT INTERNET SITE USER AGREEMENT

1. Definitions
2. Information
3. Disclaimer and Acknowledgement
4. Password Confidentiality
5. Transaction Orders
6. Billing for DisnatDirect Services
7. Confidentiality
8. Trademarks and Copyright
9. Limits of Liability
10. General Provisions
11. Electronic Document Transmission Approval
12. Information on multiple marketplaces
13. Alpha Trading Systems Limited Partnership (Alpha)

Whereas Disnat (“Disnat”), a division of Desjardins Securities Inc., offers you the use of its direct access brokerage services DDpro, DDplus, DDXtra, DDcote and DDweb (hereinafter referred to as " DisnatDirect Service "), and subject to your acceptance, as a user, (hereinafter referred to as the “User”), of each and every term and condition stipulated in the present agreement, and of each and every term and condition set forth in the appropriate account agreements, and subject to Disnat reserving its right to terminate the present agreement and discontinue its DisnatDirect Service, at any time, either in general or for one particular customer, as User of these services, you consequently agree to each of the following terms and conditions:

1. Definition

1. “Password” means to the personal and confidential password of the User, as chosen by and subsequently modified by the User;
   
   
2. “Transaction order” means to any order for the purchase, sale or short sale of securities, transmitted to Disnat by the User while using DisnatDirect Service;
   
   
3. “Securities” includes any stock, any debt equity, any option, any unit of a mutual fund or any other securities.
4. “Suppliers” include, without limitation
   
   1. Penson Financial Services Canada inc. which acts as the broker handling the Disnat account for DisnatDirect Service; and
   2. Nexa Technologies inc., supplier of DDpro, DDplus, DDXtra, DDcote and DDweb; and
   3. Any other person providing Disnat with information, reference material or data.
   
   
5. “Computer” includes any type of computer or instrument from which the user can access its brokerage account or online information, including amongst others any similar device such as Blackberry, Palm and other types of smart phones, etc.

2. Information

The information, the facts and data supplied by DisnatDirect Service, including those provided by third parties, have been obtained from generally reliable sources. This information, facts and data is only intended for informative purposes. No endorsement, or guarantee, either explicit or implicit should be inferred on Disnat’s part or on the part of Desjardins Securities Inc. as to its accuracy, quality or general content. The User accepts and understands that this information, facts and data may contain advice and recommendations of a general nature but that Disnat does not endorse said advice or recommendations, does not provide investment recommendations, or give tax, accounting or legal opinions, nor does it recommend the purchase and/or sale of any securities.

Disnat, Desjardins Securities Inc. and its Suppliers cannot be held responsible for any inaccuracy, error, delay, interruption or omission with regard to this information, facts and data.

3. Disclosure and Acknowledgment

Disnat, only offers a brokerage execution service, which means Disnat does not and will not make recommendations to the User or any other client and is under no obligation to evaluate the suitability of operations once transaction orders have been accepted. As a client of Disnat, the User understands and agrees that he is solely responsible for investment decisions and that once transactions are accepted, Disnat does not and will not evaluate his financial situation, investment expertise, investment objectives and risk tolerance. The User is personally accountable and guarantees Disnat that he has the requisite investment ability, financial leverage and sufficient risk tolerance to sustain any losses or anticipated losses which could be incurred as a result of his investment choices.

In using DisnatDirect Service, and more specifically, by placing orders for securities transactions, the User understands that Disnat operates a discount brokerage service which does not provide any advice or recommendation to its clients; moreover, the User notifies and guarantees Disnat that he has all the expertise and experience necessary to make his own investment decisions, and that whenever necessary or prudent, he has consulted his own consultants with regards to any matter concerning investments, taxes, accounting or legal aspects. .

4. Use of Password

The User agrees not to select an obvious Password, such as his date of birth and to change his password on a regular basis to reduce the potential for unauthorized use.

The User agrees to be the sole user of his computer or similar device and not to divulge his Password to anyone, in any manner and for any reason whatsoever, nor to record it on any documentation that is readily accessible. In all cases, the User is solely responsible for all the infractions and omissions of security measures and is solely responsible for all the costs and fees generated and for any operations and transactions made using his Password and for any associated charges and fees. Neither Disnat nor Desjardins Securities Inc. may be held responsible for any loss, charges, fees, operations or transactions made following the use of the User’s Password by the User himself, or by any unauthorized person.

The User agrees to immediately notify Disnat and to immediately change his Password by accessing the platform of the Disnat’s main Web site from the moment he becomes aware of the use of his Password by an unauthorized person, or suspect that another party knows of it and wishes to use it fraudulently and as soon as he is aware of the theft or loss of his computer or similar device or of documentation on which is inscribed the Password.

5. Transaction Orders

The User accepts and understands that it is he himself who enters the transaction orders related to his account (or the account he is authorized to trade with) by using DisnatDirect Service and that he will be solely responsible for any error in this respect. The User signifies himself to be an experienced trader, familiar with Canadian and American markets, and who makes all his investment decisions himself, without the help of an investment counsellor or other party. The User understands that it is possible to lose a part, the entirety or more than the value of his initial investment and understands that all transactions should take his investor profile and investment objectives into account.
Notwithstanding the above, the User hereby authorizes Disnat to execute any transaction order submitted using the Internet Services, and agrees to be solely responsible for any instructions communicated to Disnat using the Internet Services.

The User understands that he is solely responsible for all transactions made in his account and agrees to ensure than no one but himself has access to DisnatDirect Service registered in his name.

The User accepts and understands that all transaction orders are subject to account verification by Disnat, notably determining the presence of sufficient funds. The User understands that according to regulations, Disnat and its Suppliers have the right to refuse to execute any transaction entirely at their discretion.

The User accepts that it is impossible to modify a transaction order through the Internet or otherwise that has already been executed by Disnat.

The User agrees and acknowledges that, with respect to subsequent changes to a transaction order that has not yet been executed, Disnat is required only to act on a "best efforts" basis, according to the circumstances.

The User agrees that in the case of any inconsistency between the data generated by the User and the data registered by Disnat's systems, the latter shall prevail.

Disnat reserves the right to terminate DisnatDirect Service either as a service in general, or for a client in particular.

6. Billing for DisnatDirect Services

The User agrees to allow Disnat to withdraw the amounts required to maintain access to DisnetDirect Service directly from his brokerage account. No matter the date on which he signs up for DisnatDirect Service, the User agrees to pay for a full month of DisnatDirect Service for that month.

The User who wishes to terminate DisnatDirect Service must advise Disnat by e-mail (info@disnat.com) no later than the last working day of the current month, in order to avoid charges for the following month. User fees for the current month must be paid in full by the User. Access to DisnatDirect Service will be withdrawn from the User the last working day of the month in which the User’s request has been made.

7. Confidentiality

DisnatDirect and its Suppliers cannot guarantee the User that DisnatDirect Service has absolute confidentiality, as a mode of communication. Any messages transmitted by the User and by Disnat may be lost, intercepted or modified. The User understands that the use of DisnatDirect Service is at his own risk and that Disnat, Desjardins Securities Inc. and its Suppliers can not be held responsible for damages incurred by the loss of confidentiality of information or transaction orders which are transmitted to it by the User or information that Disnat, Desjardins Securities Inc. and its Suppliers transmit to him.

8. Trademarks and Copyright

The User understands that any information and data supplied by DisnatDirect Service is the property of Disnat, Desjardins Securities Inc. or its Suppliers, and is protected by copyright, trademark and service mark laws, by other laws applicable or by any other applicable intellectual property rights. Any downloading, retransmission, reproduction or modification cannot be done, subject to possible legal action, without the prior consent of Disnat or its Suppliers, whichever applies, except reproduction for personal use.

The User agrees that the information, reference material and data he receives is for personal use only. In all cases, the User may not retransmit or otherwise redistribute the information, reference material and data to anyone.

All the names, services, expressions, phrases, icons, words and other items appearing may represent trade names, trademarks or service marks of their respective owners, and may be used under license. The presence of trade names, trademarks or service marks does not necessarily imply that a license has been granted to anyone.

9. Limits of Liability

For the purposes of this clause, Disnat signifies Disnat, Desjardins Securities Inc, their directors, administrators, employees and agents;

When the User employs DisnatDirect Service, Disnat may, in any instance, act in accordance with instructions given or assumed to be given by him for his account. Disnat assumes no responsibility for acting without prior verification as to the accuracy of the instructions. Neither Disnat nor any Supplier can be held responsible for the following:

1. any inaccuracy, error, delay, interruption or omission with regard to information, reference material or data;
2. any loss or damage incurred in whole or in part by circumstances beyond their control in terms of the receipt, interpretation, compilation, editing, layout, presentation or issue of information, reference material or data, the execution of transaction orders from the User or the provision of other services by DisnatDirect Service;
3. technical failures, of any kind, either with hardware or software, interrupted or unavailable network connections, and the transmission of computer data which fails or is incomplete, damaged or delayed, whether due to the User, Disnat, a Supplier or a third party, or to any aspect of equipment or programming attached to DisnatDirect Service or used by DisnatDirect Service and also, any technical or human error that might arise in processing a transaction order ; and
4. any decision made or measure taken by the User after having received information, reference material and data through the use of DisnatDirect Service.

Notwithstanding the foregoing, the User that agrees Disnat and its Suppliers shall not be responsible for any kind of legal claim for any less or damage, (whether contractual, extra-contractual or other) and in any way connected with DisnatDirect Service unless it is cause by intentional or gross fault.

The User agrees that Disnat and its Suppliers cannot be held responsible for any loss or damages arising from any cause beyond their control, notably facts or omissions, electronic or mechanical failure of equipment or lines of communication, difficulty in obtaining telephone, electronic or other connections, unauthorized access, theft, power failures, labour strikes or government intervention.

The User accepts full responsibility for any loss arising from a transaction order.

Disnat and its Suppliers do not guarantee the accuracy, completeness, quality, adequacy or content of information, reference material and data supplied by DisnatDirect Service. This information, reference material and data is supplied "as is” without any guarantee or condition governing its content, either explicit or implicit, notably, there is no implied commercial endorsement for any particular course of action one way or the other. DisnatDirect Service

Disnat and its Suppliers cannot be held responsible in any way for any direct, indirect, special, incidental or consequential damages, interest or penalties, and notably, any operating losses, any forgone profit or any loss of prospective economic advantage, arising from the use or misuse of DisnatDirect Service or information, documents, software or content of DisnatDirect Service, even if they have been advised of the possibility of such damages, interest or penalties, nor for any action taken by another party.

1. Modification of conditions: the User accepts that Disnat may, without prior notice, modify the present conditions, advising him of such, notably through DisnatDirect Service.
2. Interruption of brokerage services: The User accepts and understands that DisnatDirect Service may be interrupted for various reasons and accepts any risks and consequences arising from such interruptions no matter what the cause.
3. Non solicitation: The information, reference material and data obtained through DisnatDirect Service do not in any way constitute a solicitation or an offer to purchase or sell a security.
4. Independent clauses: The invalidation or voiding of one, another or several of the clauses in the present agreement or an aspect of them, does not affect the rest of the clauses which will continue to remain in effect.
5. Applicable laws: The present agreement must be applied and interpreted in conformance with the laws of the Canadian province or territory where the User resides.
6. The parties acknowledge that they have required the original agreement and all related documents to be prepared exclusively in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés exclusivement en anglais.

11. Electronic Document Transmission Approval

1. The User agrees that order confirmations, account statements, or any other document Disnat chooses to provide him with in connection with DisnatDirect Service and securities trading accounts opened via Disnat Direct Service (“the Documents”), will be transmitted to him entirely by electronic means, including, access to these documents on the DisnatDirect Service site.
2. The user agrees to verify the order confirmations and account statements that Disnat makes available to him on the DisnatDirect Service site (www.disnat.com) and to advise Disnat of any error in accordance with the terms of the account. As for other documents to be issued electronically, Disnat will advise the User by e-mail
3. The User must be equipped with a computer and Internet connection meeting the minimum configuration requirements for DisnatDirect Service; these minimum requirements are outlined on the DisnatDirect site under the technology section at (www.disnat.com);
4. Documents can be screened using the software specified under the technology section on the DisnatDirect site at (www.disnat.com);
5. The User can obtain a hard copy of all Documents issued electronically by making a request by phone, regular mail or by e-mail to one of the telephone numbers and addresses mentioned at the end of this agreement by paying the fees indicated on the fee schedule, posted on the site and updated periodically, at (www.disnat.com). This clause may not apply in certain situations. It is recommended however that the User print out and retain all order confirmations and account statements for future use, especially tax purposes;
6. The Documents can be consulted and downloaded for a period of twelve (12) months after their date of issue;
7. In the event that DisnatDirect Service is not accessible, and service can not be reinstated within a reasonable time, Disnat will supply the User with hard copy of order confirmations and account statements free-of-charge, for as long as and until a connection can be re-established;
8. Documents are kept in a secure environment which only the User can access with his Password;
9. The User may, at any time, change the e-mail address to which Documents are transmitted, by writing to one of the Disnat addresses indicated at the end of this agreement;
10. The User understands that he is not obliged to consent to the electronic transmission of documents. However, a User who wants to take advantage of DisnatDirect Service, must necessarily accept to use this method of transmission;
11. The User understands that at any time he can withdraw his consent, by notifying Disnat, by telephone, by regular mail or by e-mail to one of the addresses or phone numbers at the end of this agreement; however, given the electronic nature of DisnatDirect Service, the User who withdraws consent, agrees to no longer have access to DisnatDirect Service.

10.Information on multiple marketplaces

Over the last few years, new Exchanges have been established in Canada. With the availability of multiple marketplaces (such as Alpha, Pure and Chi-X), new circumstances come into play in the trade order execution process, which is no longer limited to the Toronto Exchange exclusively. Desjardins Securities and Disnat (VMD) therefore prepared an informative document describing the changes applying to various trade types.

For any question, please contact your Desjardins Securities Investment Advisor.

Please note that the trade order execution process may differ for the Disnat Online Brokerage division. We suggest you consult the user guides on www.disnat.com or contact a Disnat representative for additional information.

Hours of Operation for Trading in Listed Canadian Securities
VMD’s trading staff is available for order execution between the hours of 9:30 a.m. and 4:00 p.m., Eastern Time ("ET"), Monday through Friday, not including statutory Canadian holidays. Staff may be further available before and after these hours; however VMD cannot guarantee any order taking and/or trade execution outside of the hours noted above. For Disnat Online Brokerage, the trading service is generally available from 8 a.m. to 5 p.m. ET.

Please be advised that unless otherwise stated, or unless otherwise agreed to between an Investment Advisor or Registered Representative of VMD and the client:

1. an order received prior to 9:30 a.m. ET will route into the opening sequence of the marketplace for execution on the opening; and
2. an order received after 4:00 p.m. ET can be entered to the after-hours trading of markets where this feature is available, if the trade characteristics allow. If received after “extended-hours” trading becomes unavailable, the order will route the next business day to the pre-opening of the marketplaces.

Principal Marketplace
For those securities listed on the Toronto Stock Exchange ("TSX") and trading on other alternative marketplaces, the principal marketplace will be the TSX unless notified otherwise by VMD.

"Best market"
The “Best market” is defined as the market with the best bid (buy price) or offer (sell price) and/or best historical liquidity and where VMD feels the order has the highest probability of being executed.

Trade characteristics

Day Orders
A Day Order is an order that is only valid during the market opening hours on and for the day it is entered. A Day Order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. From there, the order will trade on any marketplace VMD has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live and will expire at 4:00 p.m. ET, or at the time after-hours market activities cease on that market.

Special Terms Orders
Special Terms Orders are orders with specific terms that are not executable in the regular marketplace. Special Terms Orders will only post to the Special Terms Market of the principal marketplace, currently the TSX, unless they are immediately executable on an alternative marketplace at the time of entry and they will only be live between 9:30 a.m. and 4:00 p.m. ET.

Good-Til-Cancelled Orders
Good-Til-Cancelled Orders are orders that the client wants to remain open until a specified date of expiry. These orders will be sent to a marketplace determined by VMD’s established routing map. The order will remain in the principal marketplace until executed or expired, whichever comes first. It is the client's responsibility to ensure they know what the date of expiry will be and to contact their Investment Advisor/Registered Representative on the expiry date should they wish the order to be re-instated.

All-or-None Orders
Note: The TSX no longer accepts “All-or-None” orders.
Retail All-or-None Orders are orders that must be executed in full; no partial fills are to be executed or booked pending a complete fill. In the multiple marketplace environments, an All-or-None order may not be executed due to limited volume on more than one marketplace. While the total volume on all marketplaces might complete the order, the All-or-None terms apply only to the individual marketplace where entered. An All-or-None order received after the opening of the principal marketplace will be booked to the "best market" at the time of entry.
Institutional All-or-None orders are orders that must be executed for large block volume in full, and do not book to the marketplace unless they can be filled in full for their entire volume at the time of receipt. These can be executed on any marketplace as agreed to between both parties at the time of receipt.

Market Orders
An order is considered a “Market Order” when the client has instructed a dealer to buy or sell at whatever prices are available in the marketplace to help ensure a complete and full fill. These orders require immediate completion. A market order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. From there, the order will trade on any marketplace VMD has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

Limit Orders
A limit order has a specific minimum sale price or maximum purchase price provided by the client. On or after 9:30 a.m. ET, if a limit order is not immediately executable on any marketplace, the order will be sent to a marketplace determined by VMD’s established routing map. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

13.Alpha Trading Systems Limited Partnership (Alpha)

Alpha Trading Systems Limited Partnership (Alpha) is a marketplace in Canada for the trading of securities.

Desjardins Securities Inc. is a limited partner of Alpha Trading Systems Limited Partnership (registered as Alpha ATS L.P.) and a shareholder of Alpha Trading Systems Inc. (the general partner of Alpha Trading Systems Limited Partnership). The ownership interest of Desjardins Securities Inc. and certain other limited partners of Alpha is subject to a re-determination agreement which provides that the ownership interest of certain limited partners (including Desjardins Securities Inc.) will be adjusted on the first and second anniversary date of the launch of Alpha based on the market share of trades executed by the limited partner on Alpha.

Desjardins Securities Inc. may execute trades on your behalf on Alpha and may enter orders which are not immediately tradable into Alpha’s order book. Notwithstanding the ownership interest of Desjardins Securities Inc. in Alpha or any of its rights under the re-determination agreement referred to above, Desjardins Securities Inc. is subject to a number of regulatory obligations, including the requirement to diligently pursue best price and best execution of each client order on the marketplace, obligations which override any interest of Desjardins Inc. in Alpha.

For any questions, please contact us:

Client Service

By email