Legal notice

Financial Education Services Agreement

Last Modified: September 14, 2026

This Financial Education Services Agreement (this "Agreement") is a binding

contract between you ("Client"

,

"you"

, or "your") and Worth Knowing Financial

Services ("WKFS"

"We"

,

, or "us").

This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON

BELOW OR BY ACCESSING OR USING THE SERVICES (the "Effective Date").

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR

USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND

UNDERSTAND THIS AGREEMENT ; (B) REPRESENT AND WARRANT THAT (I)

YOU ARE OF THE FINANCIAL LEGAL AGE OF MAJORITY IN YOUR

JURISDICTION, AND (II) YOU HAVE THE RIGHT , POWER, AND AUTHORITY TO

ENTER INTO THIS AGREEMENT AND, (III) IF ENTERING INTO THIS

AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL

AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS

AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF

THE INDIVIDUAL AGREEING TO THIS AGREEMENT IS DOING SO, AS PARENT

OR LEGAL GUARDIAN, ON BEHALF OF A USER THAT HAS NOT REACHED THE

AGE OF MAJORITY IN THE JURISDICTION WHERE THAT USER RESIDES OR

USES THE SERVICES (AND IS NOT BELOW THE AGE OF 16), THAT INDIVIDUAL

ACKNOWLEDGES AND AGREES THAT THEY ARE RESPONSIBLE FOR USE OF

THE SERVICES BY , AND THE ACTIVITIES OF , THAT USER.

IF YOU ARE SIGNING UP FOR THE SERVICES ON BEHALF OF A MINOR, YOU

(AND NOT THE MINOR) WILL BE THE AUTHORIZED USER AND WILL BE

RESPONSIBLE FOR THE USE OF BY THE MINOR OF ANY CORRESPONDING

SERVICES WE MAY PROVIDE.

THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL

PURPOSES ONLY . THE SERVICES ARE NOT FINANCIAL ADVICE OR

INVESTMENT ADVICE, NOR A RECOMMENDATION TO BUY OR SELL ASSETS

OR SECURITIES OR TO INVEST THOUGH CERTAIN INVESTMENT VEHICLES,

NOR ANY OTHER KIND OF PROCESSIONAL ADVICE. WKFS WILL NOT

PROVIDE ANY FINANCIAL ADVICE OR RECOMMENDATIONS TO YOU. YOU

ALONE WILL BE RESPONSIBLE FOR YOUR OWN FINANCIAL ANDINVESTMENT DECISIONS AND WKFS WILL NOT CONSIDER YOUR FINANCIAL

SITUATION, INVESTMENT KNOWLEDGE, INVESTMENT OBJECTIVES, SAVINGS

OBJECTIVES AND RISK TOLERANCE WHEN PROVIDING YOU WITH THE

SERVICES. WKFS DOES NOT PROVIDE FINANCIAL, LEGAL, TAX OR

INVESTMENT ADVICE OR RECOMMENDATIONS. IF YOU DO NOT AGREE TO

THESE TERMS, PLEASE SELECT THE "I DECLINE" BUTTON BELOW. IF YOU DO

NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.

(a) (b) "Aggregated Statistics" has the meaning set forth in Section 2(e).

"Authorized User" means Client and, where Client is an organization, Client's

employees, consultants, contractors, and agents (i) who are authorized by

Client to access and use the Services under the rights granted to Client

pursuant to this Agreement and (ii) for whom access to the Services has been

purchased hereunder.

(c) (d) (e) (f) (g) (h) "Services" means the services provided by WKFS under this

Agreement that are detailed at worthknowingfinancial.ca and reflected in the

Client's confirmed order.

"Client Data" means, other than Aggregated Statistics, information, data, and

other content, in any form or medium, that is submitted, posted, or otherwise

transmitted by or on behalf of Client or any other Authorized User through

the Services.

"Documentation" means WKFS's worksheets, handbooks, and

guides relating to the Services provided by WKFS to Client either

electronically or in hard copy

Form.

"WKFS IP" means the Services, the Documentation, and all intellectual

property provided to Client or any other Authorized User in connection with

the foregoing. For the avoidance of doubt, WKFS IP includes Aggregated

Statistics and any information, data, or other content derived from WKFS's

monitoring of Client's access to or use of the Services, but does not include

Client Data.

"Fees" means the fees, including all taxes thereon, paid or required to be paid

by Client for the access and use rights in respect of the Services grantedunder this Agreement as set out on worthknowingfinancial.ca as may be

amended by WKFS from time to time in WKFS sole and absolute discretion.

"Third-Party Products" means any products, content, services, information,

websites, or other materials that are owned by third parties and are

incorporated into or accessible through the Services.

2. Access and Use.

(a) (b) (c) Provision of Access. Subject to and conditioned on your payment of

Fees and compliance with all other terms and conditions of this Agreement,

WKFS hereby grants you a revocable, non-exclusive, non-transferable,

non-sublicensable, limited right to access and use the Services during the

Term solely for, (i) where Client is an individual, your personal use, or (ii) where

Client is an organization, your internal business operations by Authorized

Users, all in accordance with the terms and conditions herein. WKFS shall

provide you the necessary passwords and access credentials to allow you to

access the Services.

Documentation. Subject to the terms and conditions contained in this

Agreement, WKFS hereby grants you a non-exclusive, non-sublicensable,

non-transferable license for Authorized Users to use the Documentation

during the Term solely for either your personal or internal business purposes,

as applicable, in connection with use of the Services. Use of the Services may

include use of Documentation. WKFS grants you a non-transferable,

non-exclusive, non-assignable, limited right for Authorized Users to download,

print, and/or retain one (1) copy of the Documentation we provide as part of

the Services solely for either your personal or internal business purposes, as

applicable. Any Third-Party Products that consist of downloadable content are

subject to the terms of Section 3(e).

Use Restrictions. You shall not, and shall not permit any Authorized Users to,

use the Services, any component of the Services, or Documentation for any

purposes (d) (e) (f) beyond the scope of the access granted in this Agreement.

You shall not at any time, directly or indirectly, and shall not permit any

Authorized Users to:

(i) copy, modify, or create derivative works of the Services, any component of

the Services, or Documentation, in whole or in part;(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer,

or otherwise make available the Services or Documentation except as

expressly permitted under this Agreement;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise

attempt to derive or gain access to any component of the Services, in whole

or in part;

(iv) remove any proprietary notices from the Services or Documentation; or

(v) use the Services or Documentation in any manner or for any purpose that

infringes, misappropriates, or otherwise violates any intellectual property right

or other right of any person, or that violates any applicable law, regulation, or

rule.

Aggregated Statistics. Notwithstanding anything to the contrary in this

Agreement, WKFS may monitor Client's use of the Services and collect and

compile data and information related to Client's use of the Services to be used

by WKFS in an aggregated and anonymized manner, including to compile

statistical and performance information related to the provision and

operation of the Services ("Aggregated Statistics"). As between WKFS and

you, all right, title, and interest in Aggregated Statistics, and all intellectual

property rights therein, belong to and are retained solely by WKFS. You

acknowledge that WKFS may compile Aggregated Statistics based on Client

Data input into the Services. You agree that WKFS may (i) make Aggregated

Statistics publicly available in compliance with applicable law, and (ii) use

Aggregated Statistics to the extent and in the manner permitted under

applicable law; provided that such Aggregated Statistics do not identify Client

or Client's Confidential Information. Reservation of Rights. WKFS reserves all

rights not expressly granted to Client in this Agreement. Except for the

limited rights and licenses expressly granted under this Agreement, nothing

in this Agreement grants, by implication, waiver, estoppel, or otherwise, to

Client or any third party any intellectual property rights or other right, title, or

interest in or to the WKFS IP .

Suspension. Notwithstanding anything to the contrary in this Agreement,

WKFS may temporarily suspend Client's and any other Authorized User's

access to any portion or all of the Services if: (i) WKFS reasonably determines

that (A) there is a threat or attack on any of the WKFS IP; (B) Client's or any

other Authorized User's use of the WKFS IP disrupts or poses a security risk to

the WKFS IP or to any other customer or vendor of WKFS; (C) Client or anyother Authorized User is using the WKFS IP for fraudulent or illegal activities;

(D) subject to applicable law, Client has ceased to continue its business in the

ordinary course, made an assignment for the benefit of creditors or similar

disposition of its assets, or become the subject of any bankruptcy,

reorganization, liquidation, dissolution, or similar proceeding; or (E) WKFS's

provision of the Services to Client or any other Authorized User is prohibited

by applicable law; (ii) any vendor of WKFS has suspended or terminated

WKFS's access to or use of any third-party services or products required to

enable Client to access the Services; or (iii) in accordance with 5 (any such

suspension described in subclause (i), (ii), or (iii), a "Service Suspension").

WKFS shall use commercially reasonable efforts to provide written notice of

any Service Suspension to Client and to provide updates regarding

resumption of access to the Services following any Service

Suspension. WKFS shall use commercially reasonable efforts to resume

providing access to the Services as soon as reasonably possible after the event

giving rise to the Services Suspension is cured. WKFS will have no liability for

any damage, liabilities, losses (including any loss of data or profits), or any

other consequences that Client or any other Authorized User may incur as a

result of a Service Suspension.

3. Client Responsibilities.

(a) (b) (c) (d) (e) Acceptable Use Policy. The Services may not be used for

unlawful, fraudulent, offensive, or obscene activity, as further described and

set forth in WKFS's general terms and conditions ("GTCs") located at

worthknowingfinancial.ca, as may be amended from time to time, which

is incorporated herein by reference. You will comply with all terms and

conditions of this Agreement, all applicable laws, rules, and regulations, and

all guidelines, standards, and requirements that may be posted on

worthknowingfinancial.ca from time to time, including the GTCs.

Account Use. You are responsible and liable for all uses of the Services and

Documentation resulting from access provided by you, directly or indirectly,

whether such access or use is permitted by or in violation of this Agreement.

Without limiting the generality of the foregoing, you are responsible for all

acts and omissions of Authorized Users, and any act or omission by an

Authorized User that would constitute a breach of this Agreement if taken by

you will be deemed a breach of this Agreement by you. You shall usereasonable efforts to make all Authorized Users aware of this Agreement's

provisions as applicable to such Authorized User's use of the Services, and

shall cause Authorized Users to comply with such provisions. Client Data. You

hereby grant to WKFS a non-exclusive, royalty-free, worldwide license to

reproduce, distribute, and otherwise use and display the Client Data and

perform all acts with respect to the Client Data as may be necessary for WKFS

to provide the Services to you, and a non-exclusive, perpetual, irrevocable,

royalty-free, worldwide license to reproduce, distribute, modify, and otherwise

use and display Client Data incorporated within the Aggregated Statistics.

You will ensure that Client Data and any Authorized User's use of Client Data

will not violate any policy or terms referenced in or incorporated into this

Agreement or any applicable law. You are solely responsible for the

development, content, operation, maintenance, and use of Client Data.

Passwords and Access Credentials. You are responsible for keeping your

passwords and access credentials associated with the Services confidential.

You will not sell or transfer them to any other person or entity. You will

promptly notify us about any unauthorized access to your passwords or

access credentials. Third-Party Products. The Services may permit access to

Third-Party Products. For purposes of this Agreement, such Third-Party

Products are subject to their own terms and conditions presented to you for

acceptance within the Services by website link or otherwise. If you do not

agree to abide by the applicable terms for any such Third-Party Products,

then you should not install, access, or use such Third-Party Products.

5. Fees and Payment. All Fees are due and payable prior to the Client's use of

the Services. All payments shall be made through WKFS's designated

payment processor and are non-refundable. Client shall make all payments

hereunder in Canadian dollars. Confidential Information. From time to time

during the T erm, WKFS may disclose or make available to Client information

about its business affairs, products, confidential intellectual property, trade

secrets, third-party confidential information, and other sensitive or proprietary

information, whether orally or in written, electronic, or other form or media,

and whether or not marked, designated, or otherwise identified as

"confidential" at the time of disclosure (collectively,

"Confidential

Information").

Confidential Informationdoes not include information that, at the time of disclosure is: (a) in the public

domain; (b) lawfully known to Client; (c) rightfully obtained by Client on a

non-confidential basis from a third party; or (d) independently developed by

Client. Client shall not disclose WKFS's Confidential Information to any person

or entity, except to Client's employees, agents and contractors who have a

need to know the Confidential Information for Client to exercise its rights or

perform its obligations hereunder and who are required to protect the

Confidential Information in a manner no less stringent than required under

this Agreement. Notwithstanding the foregoing, Client may disclose

Confidential Information to the limited extent required (i) to comply with the

order of a court or other governmental body, or as otherwise necessary to

comply with applicable law, provided that Client shall first have given written

notice to WKFS and made a reasonable effort to obtain a protective order; or

(ii) to establish WKFS's rights under this Agreement, including to make

required court filings. Client's obligations of non-disclosure with regard to

Confidential Information are effective as of the date such Confidential

Information is first disclosed to Client.

6. Privacy Notice. WKFS complies with its privacy notice available at

worthknowingfinancial.ca ("Privacy Notice"), in providing the Services. The

Privacy Notice is subject to change as described therein. By accessing, using,

and providing information to or through the Services, you acknowledge that

you have reviewed and accepted our Privacy Notice, and you consent to all

actions taken by us with respect to your information in compliance with the

then-current version of our Privacy Notice.

7. 8. Intellectual Property Ownership; Feedback. As between you and us, (a)

we own all right, title, and interest, including all intellectual property rights, in

and to the Services and (b) you own all right, title, and interest, including all

intellectual property rights, in and to Client Data. If you or any of your

employees, contractors, or agents sends or transmits any communications or

materials to us by mail, email, telephone, or otherwise, suggesting or

recommending changes to the Services, including, without limitation, new

features or functionality relating thereto, or any comments, questions,

suggestions, or the like ("Feedback"), we are free to use such Feedback

irrespective of any other obligation or limitation between you and us

governing such Feedback. All such Feedback is and will be treated as

non-confidential. You hereby assign to us on your behalf, and shall cause youremployees, contractors, and agents to assign, all right, title, and interest in,

and we are free to use, without any attribution or compensation to you or any

third party, any ideas, know-how, concepts, techniques, or other intellectual

property rights contained in the Feedback, for any purpose whatsoever,

although we are not required to use any Feedback.

Limited Warranty and Warranty Disclaimer.

(c) (a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WKFS WILL NOT

BE LIABLE FOR ANY INDIRECT , INCIDENTAL, SPECIAL, CONSEQUENTIAL,

PUNITIVE, EXEMPLARY OR OTHER DAMAGES, WHETHER IN CONTRACT ,

TORT , NEGLIGENCE, STRICT LIABILITY , STATUTE, OR OTHERWISE,

INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS,

PROFITS, REVENUES, OPPORTUNITIES, ANTICIPATED SAVINGS,

GOODWILL, USE, DATA OR OTHER INTANGIBLE OR ECONOMIC LOSSES

OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS

OF SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN

IF SUCH DAMAGES ARE REASONABLY FORESEEABLE OR YOU HAVE

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

(b) YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND (AS

APPLICABLE) OUR LICENSORS, SUPPLIERS, PARTNERS AND

EMPLOYEES, HARMLESS FROM ANY THIRD PARTY CLAIMS, LOSSES,

DAMAGES, PENALTIES, LIABILITY , AND COSTS, INCLUDING REASONABLE

LEGAL FEES, OF ANY KIND OR NATURE THAT ARE INCURRED IN

CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES,

YOUR BREACH OF THIS AGREEMENT , OR YOUR VIOLATION OF ANY LAW

OR THE RIGHTS OF A THIRD PARTY . YOUR USE OF THE SERVICES IS AT YOUR

SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS

AVAILABLE" BASIS. WKFS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS,

CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS,

IMPLIED OR STATUTORY , INCLUDING ANY WARRANTIES OF

MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, OR

NON-INFRINGEMENT , AND THOSE ARISING BY STATUTE OR OTHERWISE IN

LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FOR GREATER

CERTAINTY , NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,

OBTAINED FROM WKFS OR ELSEWHERE, WILL CREATE ANY WARRANTY OR

CONDITION NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.LIMITATIONS OF LIABILITY. IN NO EVENT WILL WKFS BE LIABLE UNDER OR

IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE

THEORY , INCLUDING BREACH OF CONTRACT , TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY , OR OTHERWISE, FOR ANY: (a)

CONSEQUENTIAL, INCIDENTAL, INDIRECT , EXEMPLARY , SPECIAL,

AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION

IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c)

LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,

INTERRUPTION, DELAY , OR RECOVERY OF ANY DATA, OR BREACH OF DATA

OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES,

IN EACH CASE REGARDLESS OF WHETHER WKFS WAS ADVISED OF THE

POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR

DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WKFS'S

AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT

UNDER ANY LEGAL OR EQUITABLE THEORY , INCLUDING BREACH OF

CONTRACT , TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY , OR

OTHERWISE EXCEED THE LESSER OF: (x) THE FEES PAID BY YOU FOR THE

SERVICES HEREUNDER DURING THE ONE (1) MONTH PERIOD IMMEDIATELY

PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, OR (y)

CAD$100. THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL APPLY

NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY

LIMITED OR EXCLUSIVE REMEDY . TO THE FULLEST EXTENT PERMISSIBLE BY

APPLICABLE LAW, YOU HEREBY WAIVE ANY CLAIM THAT THESE

EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY . THE PARTIES

ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION FAIRLY ALLOCATE

THE RISKS UNDER THIS AGREEMENT AS BETWEEN THEM. THE PARTIES

ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE

INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH

MAKING THE SERVICES AVAILABLE TO YOU AND THAT , WERE WKFS TO

ASSUME FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH

FEES WOULD BY NECESSITY BE SET SIGNIFICANTLY HIGHER.

10. Term and Termination.

(a) (b) (c) (d) 11. 12.

Term. The term of this Agreement begins on the date WKFS notifies Client it

can access the Services and continues until the earlier of (i) completion of the

Services, which shall be deemed to be expiration of this Agreement, or (ii)

Termination.Termination. In addition to any other express termination right set forth in

this Agreement WKFS may terminate this Agreement, for any reason upon

fourteen (14) days' advance notice.

Effect of Expiration or Termination. Upon expiration or earlier termination of

this Agreement, Client shall immediately discontinue use of the WKFS IP . No

termination of this Agreement will affect Client's obligation to pay all Fees

that may have become due before such expiration or termination, or entitle

Client to any refund.

Survival. This Section 13(d), 5, 11, 12, and any right, obligation, or required

performance of the parties in this Agreement which, by its express terms or

nature and context is intended to survive termination or expiration of this

Agreement, will survive any such termination or expiration. Modifications. You

acknowledge and agree that we have the right, in our sole discretion, to

modify this Agreement, and that modified terms become effective on

posting. You will be notified of modifications through notifications or posts on

worthknowingfinancial.ca. You are responsible for reviewing and becoming

familiar with any such modifications. Your continued use of the Services after

the effective date of the modifications will be deemed acceptance of the

modified terms.

Governing Law. This Agreement and all related documents [including all

exhibits attached hereto], and all matters arising out of or relating to this

Agreement, whether sounding in contract, tort, or statute, are governed by,

and construed in accordance with, the laws of the Province of Nova Scotia

and the federal laws of Canada applicable therein, without giving effect to any

choice or conflict of law provision or rule (whether of the Province of Nova

Scotia or any other jurisdiction) that would cause the application of the laws

of any jurisdiction other than those of the Province of Nova Scotia.

. 14. Choice of Forum. Any legal suit, action, litigation, or proceeding of any

kind whatsoever in any way arising out of, from, or relating to this Agreement,

including all statements of work, exhibits, schedules, attachments, and

appendices attached to this Agreement, the services provided hereunder,

and all contemplated transactions, shall be instituted in the courts of the

Province of Nova Scotia, and each party irrevocably submits to the exclusivejurisdiction of such courts in any such suit, action, litigation, or proceeding.

Service of process, summons, notice, or other document by mail to such

party's address set forth herein shall be effective service of process for any

suit, action, litigation, or other proceeding brought in any such court. Each

party agrees that a final judgment in any such suit, action, litigation, or

proceeding is conclusive and may be enforced in other jurisdictions by suit on

the judgment or in any other manner provided by law. The parties irrevocably

and unconditionally waive any objection to the venue of any action or

proceeding in such courts and irrevocably waive and agree not to plead or

claim in any such court that any such action or proceeding brought in any

such court has been brought in an inconvenient forum. Miscellaneous. This

Agreement constitutes the entire agreement and understanding between

the parties hereto with respect to the subject matter hereof and supersedes

all prior and contemporaneous understandings, agreements, representations,

and warranties, both written and oral, with respect to such subject matter.

Any notices to us must be sent electronically to our official email address

available at worthknowingfinancial.ca and are deemed given upon receipt by

us.

Notwithstanding the foregoing, you hereby consent to receiving electronic

communications from us. These electronic communications may include

notices about applicable fees and charges, transactional information, and

other information concerning or related to the Services. You agree that any

notices, agreements, disclosures, or other communications that we send to

you electronically will satisfy any legal communication requirements,

including that such communications be in writing. The invalidity, illegality, or

unenforceability of any provision herein does not affect any other provision

herein or the validity, legality, or enforceability of such provision in any other

jurisdiction. Any failure to act by us with respect to a breach of this

Agreement by you or others does not constitute a waiver and will not limit our

rights with respect to such breach or any subsequent breaches. This

Agreement is personal to you and may not be assigned or transferred for any

reason whatsoever without our prior written consent and any action or

conduct in violation of the foregoing will be void and without effect. We

expressly reserve the right to assign this Agreement and to delegate any of its

obligations hereunder.