Welcome to the Total Home Care web site (the "Site"), a web site operated by Coverdell Canada Corporation ("Coverdell Canada", we, us, our). The Site is open to visitors but certain areas of the Site are only accessible to members. The Site offers certain information and data about Coverdell Canada, our programs, client partners and the benefits of membership, including information for members on special discounts and/or other benefits on certain products or services offered by participating vendors (collectively, the "Content"). The Site may also include certain services (the "Services").

The Site, the Content and the Services are provided to you subject to your agreement to be bound by these terms and conditions of use ("Terms of Use") and, in the case of Content and Services reserved for Members, your having registered as a member and agreed to be bound by the Membership Agreement. BY ACCESSING OR USING THE SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE, DO NOT ACCESS OR USE THE SITE OR THE SERVICES.

1. Use of the Site. You agree to use the Site, the Content and the Services solely for your own personal, non-commercial use and benefit and not for the benefit of any other person or entity. Without limiting the generality of the foregoing, you agree and covenant not to use the Site, Content or Services for any personal or incidental use (as described above) in relation to or for any of matter, affair, task or activity of yours worth or valued more than CDN$1.00 to you at any given time. You may not frame the Site, the Content or the Services or any part thereof on any commercial or non-commercial internet website. You agree to use the Site, the Content and the Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws, rules and regulations. Potential users in any jurisdiction where laws (whether common or statutory) would: (i) void these Terms of Use in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to the governing law and the disclaimer and limitation of liability); or (ii) render accessing the Site or the Content, or using the Services, illegal, are not authorized to use the Site, the Content or the Services.

2. User Information. Subject to the Privacy Policy, should you provide electronically or through your access to or usage of the Site or the Services, any information or materials including feedback data, such as questions, comments, suggestions or the like regarding any information contained on the Site, such information and/or materials provided by you shall be deemed to be non-confidential and Coverdell Canada shall have no obligation of any kind with respect to such information and/or materials and shall be free to reproduce, use, disclose and distribute such information and/or materials to others without limitation. You hereby grant to Coverdell Canada a transferable world-wide perpetual, irrevocable, royalty-free, non-exclusive license, including the right to sublicense to others, to use, reproduce, distribute, publish, modify, edit, translate, transmit, adapt and display any information and/or materials provided by you (in whole or in part) and/or incorporate such information and/or materials in any form, media or technology now known or developed in the future.

3. Prohibitions on User Information. You will not: (a) transmit, upload, post or otherwise make available any information or materials that (i) constitutes or encourages conduct, that would constitute a criminal offense or give rise to civil liability; (ii) is protected by copyright, trade-mark or other proprietary right without the express permission of the owner of the copyright, trade-mark or other proprietary right; (iii) is libelous, slanderous, defamatory, harassing, threatening or is otherwise injurious to a third parties; (iv) is hateful, bigoted or racially offensive; or (v) is vulgar, obscene, discourteous, indecent or pornographic; (b) interfere with other users' use of the Site or the Services, including, without limiting the generality of the foregoing, disrupting the normal flow of communication in a discussion group; (c) post, upload or transmit materials that contain a virus, disabling devices or other code that manifests contaminating or destructive properties; (d) post, upload or transmit materials for advertising or commercial solicitation; (e) post, upload or transmit materials that do not generally pertain to the designated topic of discussion; or (f) otherwise use the Site or the Services in a manner which would serve to restrict or inhibit any other user from enjoying the Site or the Services.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. WE AND OUR SUBSIDIARIES AND AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR ANY BENEFITS RELATED TO SERVICES PROVIDED BY PARTICIPATING VENDORS AND, IF YOU HAVE ANY CLAIMS RELATING TO SUCH BENEFITS, YOU WILL MAKE YOUR CLAIM AGAINST THE VENDORS PROVIDING THE BENEFIT.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE CONTENT AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, Coverdell Canada, ITS LICENSORS AND PARTICIPATING VENDORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, THE CONTENT AND THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL OR WHETHER ARISING BY STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATABILITY, OR THAT THE SITE, THE CONTENT AND/OR THE SERVICES ARE OR WILL BE ACCURATE, VIRUS OR ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ERRORS WILL BE CORRECTED, SATISFACTORY QUALITY, FITNESS FOR A GENERAL PURPOSE, WORKMANSHIP, HIDDEN DEFECTS, PEACEFUL ENJOYMENT, SECURITY, DELIVERY, GOOD STATE OF REPAIR, REPAIR OR MAINTAINENANCE, WARRANTY AGAINST EVICTION, OBLIGATION TO INFORM, AS WELL AS ANY AND ALL WARRANTIES, OBLIGATIONS, AND CONDITIONS ARISING OTHERWISE, INCLUDING IN THE CASE OF QUEBEC, UNDER QUEBEC'S CIVIL LAW, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN BOOK V OF THE CIVIL CODE OF QUEBEC (INCLUDING UNDER ARTICLE 2100 C.C.Q.). THE USE OF THIS SITE, THE CONTENT AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COVERDELL CANADA OR ITS AFFILIATES, PARTICIPATING VENDORS OR LICENSORS BE LIABLE FOR (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR (II) ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, CONTENT OR SERVICES, THE ABILITY OR INABILITY OF THE SITE, CONTENT OR SERVICES TO BE USED TOGETHER WITH ANY OTHER SOFTWARE OR ANY ELECTRONIC DEVICE, THE PROVISION OF OR FAILURE TO PROVIDE THE SITE, CONTENT OR SERVICES, OR HOWSOEVER CAUSED, EVEN IF COVERDELL CANADA OR ITS AFFILIATES, PARTICIPATING VENDORS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UNDER NO CIRCUMSTANCES WILL THE LIABILITY OF COVERDELL CANADA, ITS AFFILIATES, PARTICIPATING VENDORS OR LICENSORS EXCEED THE AMOUNT OF CDN$1.00.
4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
5. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SITE, CONTENT OR SERVICES SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.
6. IN ORDER TO USE THIS SITE, YOU MUST HAVE ACCESS TO THE WORLD WIDE WEB, EITHER DIRECTLY OR THROUGH DEVICES THAT ACCESS WEB-BASED CONTENT. IN ADDITION, YOU MUST PROVIDE ALL EQUIPMENT NECESSARY TO MAKE SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING A COMPUTER AND MODEM OR OTHER ACCESS DEVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL CHARGES ASSOCIATED WITH CONNECTING TO THIS WEB SITE THROUGH AN AVAILABLE ACCESS NUMBER.

5. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Scope of Limitations and Disclaimers. THE ABOVE LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR A BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.

7. Modification of Service. You agree that at our sole discretion and without prior notice or liability, We may at any time either temporarily or permanently discontinue or modify any aspect of the Site, Content or Service including without limitation, (i) restricting the time the Site, Content or Service is available; (ii) restricting the amount of use permitted; and (iii) restricting or terminating any user's right to use the Site, Content or Service.

8. Site Links. Our web site may include links to other Internet sites maintained by third parties ("Linked Sites"). We provide you access to Linked Sites solely as a convenience to you. We have no control over Linked Sites. You acknowledge and agree that We are not responsible for the availability of Linked Sites and you agree and understand that inclusion of Linked Sites does not imply our endorsement of the Linked Sites or any content, advertising, products or other material available from Linked Sites. You further agree that We shall not be held responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any Linked Sites.

9. Privacy. You have read Our Privacy Policy, the terms of which are incorporated herein and you agree that the terms of such policy are reasonable. You consent to the use of your personal information by Us and/or our third party providers and distributors in accordance with the terms and for the purposes set forth in our Privacy Policy.

10. Denial of Access. These Terms of Use constitute an agreement that is effective unless and until terminated by Us. If you fail to comply with any term or provision of this Agreement, you agree that We, in our sole discretion, may terminate your access to our Site.

11. Modification of Web Site Terms of Use. We reserve the right to change or modify these Terms of Use at any time and your continued use of this Site will be conditioned upon the Terms of Use in force at the time of your use. You can always check the most current version of the Terms of Use at this page.

12. Copyright & Trademark Notices. You acknowledge that certain names, words, titles, phrases, logos, designs, graphics, icons and marks displayed on the Site or in the Content or Services constitute trade-marks or trade names of Coverdell Canada or its licensors. You further acknowledge that the Site, the Content and the Services, including any information, software, photos, video, text, graphics, music, sounds or other material available on the Site, in all forms, media and technologies existing now or hereafter developed, are valid and protected under Canadian and international copyright laws and intellectual property laws and treaty provisions. Except as expressly provided in these Terms of Use, any reproduction, retransmission, distribution, republication, modification, adaptation, translation of, creation of derivative works based on, exploitation of, or participation in the transfer or sale of the Site, the Content and/or the Services, in whole or in part, and any de-compilation, disassembly, reverse engineering or other exploitation of the Site or the Services is strictly prohibited. You acquire absolutely no rights or licenses to the Site, the Content or the Services other than the limited right to use the Site, the Content and the Services in accordance with these Terms of Use. We reserve the right to suspend or terminate your use of the Site, the Content or the Services immediately, without notice, in our sole discretion. Title to the Site, the Content and the Services and the trade-marks or trade names displayed on the Site remains with Coverdell Canada and/or its licensors. Except as expressly provided herein, nothing contained in these Terms of Use or on the Site shall be construed as conferring by implication, estoppels or otherwise any license or right to use any trade-marks, trade-names, copyright or other intellectual property rights of Coverdell Canada, its licensors or participating vendors. Any unauthorized use of the Site, the Content or the Services or the trade-marks, trade names, copyright or other intellectual property rights of Coverdell Canada, its licensors or participating vendors is strictly prohibited, and we reserve the right to take such steps as we deem necessary, including legal action, to enforce such rights.

13. Indemnity. You agree that your use of the Site, the Content or the Services shall not be made the basis for any claim, suit, demand or cause of action or other proceeding against Coverdell Canada, its affiliates, licensors or participating vendors. You agree, at your own expense, to indemnify, defend and hold Coverdell Canada, its affiliates, licensors and participating vendors and its and their respective directors, officers, employees, representatives, and agents harmless against any claim, suit, demand, action or other proceeding brought or threatened by a third party as a result of (i) your breach of these Terms and of Use; and/or (ii) your use of the Site, Content and/or Services.

14. Electronic Communications. By accessing the Site or sending electronic mail to Coverdell Canada you are communicating with Coverdell Canada electronically. By doing so, you agree to receive communications from Coverdell Canada electronically. Coverdell Canada will communicate with you by electronic mail at the electronic mail address provided by you or by posting notices on the Site or any other website that may be generally designated in advance for such purpose. You consent to receiving electronically all agreements, notices, disclosures and other communications that Coverdell Canada provides to you.

15. Entire Agreement. This Agreement contains all of the Terms of Use for this site and no representations, inducements, promises or agreements concerning the use of this site not included in the Terms of Use shall be effective or enforceable. If any of these Terms of Use shall become invalid or unenforceable, the remaining terms shall not be affected.

16. Severability. If any provision of these Term of Use is held by a court of competent jurisdiction in any jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed to be severable and the remaining provisions shall remain in force and effect.

17. No Waiver. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

18. Governing Law. These Terms of Use shall be governed and construed in accordance with the laws of the province in which you reside and the federal laws of Canada applicable therein. To the extent applicable, the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms of Use.

LAST REVISED: April 21, 2010