Scotia Wealth Management^TM and Scotia iTRADE^® – Online Access Agreement

1. Introduction

These terms (the “Terms”) govern your use of Scotia OnLine operated by The Bank of Nova Scotia or its affiliates, and as applicable its Canadian subsidiaries, including but not limited to, Scotia Capital Inc., 1832 Asset Management L.P., The Bank of Nova Scotia Trust Company (referred herein to “We”, “our”, “us” and “Service Provider”). If you access and use Scotia OnLine, you accept and agree to be bound by and comply with the Terms, including consent to receive Scotia eDocuments (as defined below), and all other terms, conditions, legal notices and disclaimers in the pages of Scotia OnLine. If you do not agree with the Terms you will not be granted access to services provided by the applicable Service Provider on Scotia OnLine, including without limitation, the brokerage functions within the Scotia OnLine site, if applicable.

These Terms are in addition to the Scotiabank Digital Access Agreement, the Scotiabank Privacy Agreement, the ScotiaCard Cardholder Agreement and any other agreement that you may have with a Service Provider. In the event of any conflict with those agreements these Terms apply.

These Terms also apply when you use a downloadable application or digital product provided by a Service Provider.

2. Electronic Services

You agree that you may only use those services and enter into those transactions which the Service Provider makes available to users on Scotia OnLine and via any downloadable application or digital product provided by us from time to time. We may add or remove or change any part or feature of such services without giving you notice. Your access to all electronic and telephone services, including but not limited to the Scotia OnLine wealth management services (collectively, the “Electronic Services”), may be temporarily suspended or terminated, without notice, where it is believed that you are using such services for inappropriate purposes.

We reserve the right to charge for the Electronic Services.

No portion of the content of this web site may be reproduced, other than for personal, non-commercial use, in any form or by any means, without prior written permission from the Service Provider.

3. Electronic Document Delivery

By accepting these Terms, you agree that you have read, understood and consent to the electronic delivery of documents by the applicable Service Provider, including but not limited to, account statements, trade confirmations, and any other documents that we may send to you pursuant to the requirements of securities legislation or any other laws and regulations or for any other reason as determined by the Service Provider at its absolute discretion (“Scotia eDocuments”). If any of the documents described above are not currently available for electronic delivery, they will continue to be sent by paper until they become available in digital form for electronic delivery.

You understand that by using Scotia OnLine you will no longer receive such documents by standard mail. Should you wish to receive such documents in paper format, you may change your preferences at any time. The selection of paper documents for your account(s) may result in additional fees.

You understand that the Service Provider, in its sole discretion, may provide you with a paper copy of any Scotia eDocument through standard mail if it determines in its sole discretion that (i) a paper copy is necessary, or (ii) if the Service Provider is unable to deliver any document electronically.

Scotia eDocument(s) will be posted and made available to you on Scotia OnLine. We will notify you when Scotia eDocuments are available by posting a document notice to you on Scotia OnLine.

You are solely responsible for monitoring Scotia OnLine for receipt of new documents. While official notification of new documents occurs on Scotia OnLine, an e-mail reminder service may be available to you. E-mail reminder services are optional and do not constitute an official notification by us. We will not monitor or action any returned or rejected e-mails and we will not be responsible in any way for any damages or costs incurred by you resulting from your failure to review Scotia eDocuments or other messages posted to Scotia OnLine. You are responsible for ensuring that any e-mail address you give us is accurate and up-to-date.

Scotia eDocuments will be available on Scotia OnLine for a minimum of 7 years while your account is open and active. If you wish to preserve a permanent copy of such documents, you should save or print a copy.

You understand that any Scotia eDocument is deemed to be delivered to you on the day that the Scotia eDocument is made available, and not on the day that you actually review the Scotia eDocument.

4. Cancellation of Access

We may at any time, without notice, withdraw or vary any Electronic Services. Any transactions posted subsequent to the withdrawal of such service will not be processed by the Service Provider.

5. Disclaimers

No Warranty

The information provided by the Electronic Services is provided “AS IS” with all faults. While we believe the information to be correct when posted on the Electronic Services, neither us nor our affiliates nor any third party owner, licensor or supplier of equipment, software, systems, services or facilities (the “Systems”) used or made available in connection with the information used or made available through the Electronic Services, including market data, quotation information and databases, and including news, articles, text, graphs, audio clips, video clips, broadcasts and seminars (“Data”) makes or is liable for any representation, warranty or condition, whether express or implied, concerning the Systems or Data or the use thereof, including, without limitation, that (i) the Systems or Data will meet your needs, will be of a merchantable quality and fitness for use at any particular time or for any particular purpose or will be error free, or (ii) the Systems or Data is up-to-date, accurate, in sequence, reliable, complete or suitable for any purpose. Without limiting the foregoing, “real time” quotes viewed via the Electronic Services, particularly in times of high volumes of trading and market volatility, may not be reflective of current trading prices. Further, all express or implied, direct or indirect, representations, warranties and conditions in respect of the Systems and Data arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including, but not limited to, any warranties or conditions are expressly excluded.

No Advice

The Electronic Services are not intended to provide legal, accounting or tax advice and should not be relied upon in that regard. The investment information in the Electronic Services is general in nature and for informational purposes only. You should consult directly with your professional advisors to ensure that your particular circumstances are properly considered.

Copyright

All the Data is protected by copyright and each supplier of the Data reserves all proprietary and intellectual property rights therein. You shall not reproduce, retransmit, disseminate, sell, rent, distribute, publish, broadcast, circulate or commercially exploit the Data provided through the Electronic Services in any manner or furnish it to any other person without our prior written consent of the Service Provider and the relevant supplier. As a user of the Electronic Services you shall use the Data accessible through the Electronic Services only for your individual use, and shall indemnify and hold harmless us, our affiliates and each supplier of Data from any losses or liabilities incurred as a result of your breach of the foregoing provisions or other misuse of the Data. You agree that these Terms may be enforced directly against you by each supplier of Data.

Limitation of Liability

WE ARE NOT LIABLE TO YOU FOR ANY DELAY, LOSS, DAMAGE OR EXPENSE THAT YOU INCUR OR ANY INCONVENIENCE WHICH RESULTS FROM OUR PROVIDING OR FAILING TO PROVIDE ANY SERVICE, EXCEPT WHERE SUCH LOSSES RESULT FROM OUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

WE ARE NOT RESPONSIBLE FOR DAMAGES ARISING FROM YOUR ACTS OR OMISSIONS OR THOSE OF ANY THIRD PARTY, NOR FOR ANY ACCIDENT, ACT OF AGGRESSION, THEFT, LOSS OR DAMAGE YOU MAY SUFFER WHILE USING THE ELECTRONIC SERVICES. TO THE EXTENT THAT WE MAY BE LIABLE TO YOU, WE WILL ONLY BE LIABLE FOR DIRECT DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT, EVEN IF WE ARE NEGLIGENT, WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST OR DAMAGED OR CORRUPTED DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE ELECTRONIC SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE BASIS OF THE CAUSE OF ACTION, INCLUDING BUT NOT LIMITED TO, CONTRACT OR TORT EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

IN CONSIDERATION OF OUR PROVIDING ACCESS TO YOU OF THE ELECTRONIC SERVICES, YOU SHALL RELEASE EACH SUPPLIER OF DATA AND ALL RELATED COMPANIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ALL CLAIMS AND PROCEEDINGS FOR SUCH LOSSES, DAMAGES OR CONSEQUENCES. WE DISCLAIM ALL LIABILITY FOR ANY THIRD PARTY CONTENT AVAILABLE THROUGH THE ELECTRONIC SERVICES.

OUR LIABILITY IS SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION, ANY OTHER SECTION OF THIS AGREEMENT, AND ANY OTHER APPLICABLE AGREEMENTS.

Service Interruptions

We and our affiliates do not guarantee continuous access. From time to time interruptions, errors or other deficiencies in service may occur which are outside control of the Service Provider, including interruptions in the accessibility of the internet, a system outage in facilities of a third party service and market conditions that may result in general market volatility, volatility affecting a particular security or class of securities, or heavy demand and high volumes of trading activity. Neither we nor our affiliates will be liable for any loss or damage resulting from use of the Electronic Services including but not limited to loss or damage resulting from failure of electronic or mechanical equipment or communications lines, the internet, telephone or other inter-connectivity problems, power failure or third party system failure.

While we strive to make Electronic Services accessible at all times, it is possible that either the Electronic Services and/or Scotia eDocuments can become temporarily unavailable, and you understand and agree that we are not liable for any losses or damages to you resulting from Scotia eDocuments being unavailable.

No Solicitation

Information in this web site does not constitute a solicitation or offer to sell our products or services, including those of our subsidiaries and affiliates, or the securities or financial instruments of any issuer. We do not guarantee investment results and are not liable for any loss or missed investment opportunities resulting from any investment decision made by you.

Links

Links in this web site to other web sites or references to products, services or publications other than ours or those of our affiliates should not be construed as an endorsement, recommendation or approval of such web sites, products, services or publications by us or our affiliates, rather are solely those of the third party and not of us or our affiliates.

6. Available Only Where Permitted by Law

Information from the Electronic Services is intended for use only in jurisdictions where such services or products may lawfully be offered for use and/or for sale and neither use nor sale is intended where prohibited by law. Canadian laws exclusively apply to this web site and to the use of this web site, notwithstanding domicile, residence or physical location of any user.

7. Trademarks and Copyright

”Scotiabank”, “ScotiaMcLeod”, “Scotia iTRADE”, “Scotiatrust” and “Scotia OnLine” are registered trademarks of The Bank of Nova Scotia, used under licence. “Scotia OnLine Brokerage” is a trademark of The Bank of Nova Scotia, used under licence. All other trademarks, service marks, registered trademarks, or registered service marks mentioned in this web site are the property of their respective owners. Scotia Capital Inc., The Bank of Nova Scotia Trust Company and 1832 Asset Management L.P. are wholly owned subsidiaries of The Bank of Nova Scotia. ScotiaMcLeod, and Scotia iTRADE are divisions of Scotia Capital Inc. Scotia Capital Inc. is a member of the Canadian Investor Protection Fund and the Canadian Investment Regulatory Organization. Scotia iTRADE does not provide investment advice or recommendations and investors are responsible for their own investment decisions.

^®Registered trademark of The Bank of Nova Scotia, used under licence. ^TMTrademark of The Bank of Nova Scotia, used under licence. Scotia Wealth Management^TM consists of a range of financial services provided by The Bank of Nova Scotia (Scotiabank); The Bank of Nova Scotia Trust Company (Scotiatrust); Private Investment Counsel, a service of 1832 Asset Management L.P.; 1832 Asset Management U.S. Inc.; Scotia Wealth Insurance Services Inc.; and ScotiaMcLeod^®, a division of Scotia Capital Inc. Private banking services are provided by The Bank of Nova Scotia. Estate and trust services are provided by The Bank of Nova Scotia Trust Company. Portfolio management services are provided by 1832 Asset Management L.P. and 1832 Asset Management U.S. Inc. Insurance services are provided by Scotia Wealth Insurance Services Inc. Wealth advisory and brokerage services are provided by ScotiaMcLeod, a division of Scotia Capital Inc. International investment advisory services are provided by Scotia Capital Inc.

The Dow Jones Indexes^SM are proprietary to and distributed by Dow Jones & Company, Inc. and have been licensed for use.

The Dow Jones Wilshire Indexes^SM are jointly produced by Dow Jones & Company, Inc. and Wilshire Associates, Inc. and have been licensed for use. All content of the Dow Jones Wilshire Indexes^SM 2005 is proprietary to Dow Jones & Company, Inc. & Wilshire Associates Incorporated.

8. Amendment

We can add or change the terms and conditions of this document from time to time, with or without notice. Notice of additional or amended terms and conditions may be given to you in writing, including but not limited to:

• An electronic notice or message posted on Scotia OnLine;
• A notice emailed to you at your last email address in our records;
• A notice on our website; or
• A notice mailed to you at your last address in our records

Your continued use of the Electronic Services indicates your acknowledgement that you agree to and accept these Terms.

9. General

You are responsible, at your own expense, to obtain and maintain all necessary equipment, software and communication links as required in order to access the Electronic Services. You confirm that you have a computer with a secure internet browser capable of accessing the Scotia OnLine. You also confirm you are capable of viewing documents in PDF format. No other special software is required to access, view or print these documents; however, the technical requirements to access or view electronic documents may change. If you cease to have internet and Scotia OnLine access, or can no longer access, view or print documents, you agree to notify us immediately so that we can change your document delivery preferences.

You should contact us if you are not able to access Scotia OnLine or retrieve Scotia eDocuments.

When using this web site, it is your responsibility to take reasonable precautions to scan for computer viruses and other items of a destructive nature. You should ensure to have a complete and current backup of the information on your computer system prior to using this web site.

You may not assign your rights under these Terms without the prior written permission of the Service Provider. These Terms shall be governed by the laws in force in the Province of Ontario (without reference to its conflicts of laws rules).

If the account subject to these Terms is held as a joint account by more than one person, your liabilities and obligations hereunder shall be joint and several, other than in the Province of Quebec, and shall be carried out in accordance with the provisions of the applicable forms signed by you at the time the joint account was activated.

If you live in Québec, you have expressly requested that this document and all notices relating to it be in English. Au Québec, les parties conviennent et exigent expressément que ce document ainsi que tous avis émis en vertu de celui-ci ou y rattachant soient rédigés en anglais.

10. Handling of Orders for Online Brokerage Clients Only

Hours of operation for trading in publicly listed Canadian securities are between 9:30 am and 4:00pm, Eastern Standard Time (“EST”), Monday through Friday, not including statutory Canadian holidays. Day orders received after 4:00pm will not be booked on any market unless the order complies with the policies of the “Special Trading Session” as defined by the TSX. Orders received after midnight and prior to 9:30am will be entered into the trade execution systems in accordance with the trade instructions.You acknowledge and agree that with regards to Electronic Services:

1. You are solely responsible for the accuracy of transactions;
2. We may exercise our absolute discretion to accept and process transactions placed through your Electronic Signature (as defined in the ScotiaCard Cardholders Agreement), whether or not the transaction was placed by you, and will not incur any liability by reason of acting or failing to act in such respect; and
3. In certain circumstances we may request additional confirmation of any transaction request before execution of the same.

You must notify us immediately if (i) an order has been placed and you did not receive back an order number and an accurate written confirmation of the order or its execution; (ii) you have received an inaccurate confirmation of an order or confirmation of an order which you did not place or any similar conflicting or inaccurate communication; or (iii) you become aware of any unauthorized use of your passwords.

Market Volatility

In times of market volatility and high trading volumes, both at market opening and during the trading day, and including situations of high volume trading of so-called “hot stocks”, you may experience delays in the execution of their orders which may expose you to the risk of trade execution at a market price that is significantly different from the market price at the time the order was placed. Once an order is placed, it may be difficult or impossible to cancel. In these circumstances, we and our affiliates bear no responsibility to you for any discrepancy between the market price at the time of order placement and of trade execution. To minimize the risk, you should consider placing limit orders in lieu of market orders, limiting the price at which your order will be filled. Limit orders will be executed only at a specified price or better, rather than at the earliest opportunity without regard to price at the time of execution in the case of market orders. While the market may be such that your limit order does not get filled at all, this outcome may be more desirable than the risk of a fill at an undesirable price.