Legal Disclaimer

Legal Disclaimer for Sound Marketing

Your access to and use of any material on the Sound Marketing website constitutes your acceptance of, and is conditional upon your acceptance of and compliance with, the following provisions. These terms and conditions may change from time to time, and it is your responsibility to check for such updates.

No Client Relationship

No client, advisory, fiduciary, or other relationship is created by accessing or otherwise using the Sound Marketing website or by communicating with Sound Marketing by way of e-mail or through our website.

Not Professional Advice

The material provided on the Sound Marketing website is for general information purposes only. It is not intended to provide professional advice or opinions of any kind and may not be used for professional or commercial purposes. No one should act, or refrain from acting, based solely upon the materials provided on this website, any hypertext links, or other general information without first seeking appropriate professional advice. The hypertext links, search mechanisms, portals, documents, and information on this website are provided for your convenience only. These materials may have no evidentiary value and should be checked against official sources before they are used for professional or commercial purposes. It is your responsibility to determine whether these materials are admissible in a given judicial or administrative proceeding and whether there are any other evidentiary or filing requirements. Your use of these materials is at your own risk.

No Warranty

While Sound Marketing has made reasonable efforts to ensure that the materials contained on this website are accurate, it does not warrant or guarantee: the accuracy, currency, or completeness of the materials; that the website will be available without interruption, error, or omission; that defects will be corrected; or that the website and the server(s) that make it available are free from viruses or other harmful components. The website and the materials provided on the website are provided "as is" and "as available" without representations, warranties, or conditions of any kind, either express or implied.

In no event shall Sound Marketing, its partners, agents, or employees be liable for any loss, cost, or damages whatsoever (including, without limitation, damages for harm to business, loss of profits, programs or data, interruption of activities, or any other pecuniary or economic loss) whether direct, indirect, incidental, punitive, special, exemplary, consequential, or otherwise arising out of any use or misuse of, or any defects, inaccuracies, errors, or omissions in this site without regard to the form of action, even if Sound Marketing has been advised of the possibility of damages or if such damages are reasonably foreseeable.

Communications Not Confidential

Sound Marketing does not guarantee the confidentiality of any communication via e-mail or its website that relates to a matter for which the firm does not already represent you. In matters for which Sound Marketing does represent you, e-mail may not be secure.

Applicable Law

The laws of the province of Ontario and the laws of Canada applicable therein shall govern use of this website and the interpretation, validity, and effect of this agreement, notwithstanding any conflict of laws, provisions, or your domicile, residence, or physical location. You hereby consent and submit to the exclusive jurisdiction of the courts of the province of Ontario in any action or proceeding related to this website and agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.

Reserved Rights

Copyright © [Year] Sound Marketing. All rights reserved. The Sound Marketing website contains information, communication, software (including program code that may execute on the server or that may be embedded in or downloadable from individual pages on this site), images, sounds, music, graphics, photos, videos, and other materials and services (collectively, the "Content").

You agree that the Content and the selection, arrangement, architecture, and enhancement of the Content and other website features (the "Website Design") are protected by Canadian and international intellectual and industrial property rights, including copyrights, trade-marks, and other proprietary rights. These rights are valid and protected in all media existing now or later developed, and all use of the Content or Website Design shall be in accordance with such rights and the terms of this agreement.

Users of this website are granted a limited licence to display or print its content for their own personal non-commercial use, provided the Content is not modified. Any other use of the Content or the Website Design is prohibited. The Content and Website Design may not be otherwise reproduced, republished, or re-disseminated in any manner or form without the prior written consent of Sound Marketing.

Linking

You may link to the front page of this website at www.soundmarketing.ca or the biography page of one of the firm’s professionals. Any other link to this website, and any linking to the pages within the site or framing of content on this site, is prohibited without the prior written consent of Sound Marketing. Any reference on this website to any product or service by trade name, trade-mark, hypertext link, or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by Sound Marketing. To the extent this website contains links to other websites, Sound Marketing does not control the availability or content of such websites. Your use of any linked websites is at your own risk.

The information contained in this presentation (the “Presentation”) is being provided on a confidential basis for informational and discussion purposes only. The information set forth herein does not purport to be complete or all information that a recipient would deem relevant in analyzing Sound Marketing Canada Inc. (together with its affiliates, the “Company”). This Presentation contains information pertaining to the business, operations and assets of the Company. The information contained in this Presentation (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company and (c) is not to be considered as a recommendation by the Company to purchase any securities offered in connection with this Presentation. An investment in such securities is speculative and involves a number of risks that should be considered by a prospective investor. The information contained herein must be treated in a confidential manner and may not be reproduced, used or disclosed, in whole or in part, without the prior written consent of the Company. Disclosure to persons other than the recipient and its representatives, who themselves are bound by confidentiality restrictions, is prohibited.

An investment in securities of the Company is suitable for only those investors who are willing to risk a loss of their entire investment and who can afford to lose their entire investment. Prospective investors should consult their own professional advisors to assess the income tax, legal and other aspects of an investment in the Company. Prospective investors should be aware that the purchase of the securities may have tax consequences both in Canada and the United States. Each prospective investor should consult its own tax advisor concerning the investment described herein

This Presentation constitutes an “offering memorandum” under applicable securities laws (including pursuant to the Securities Act (Ontario) and OSC Rule 45-501 Ontario Prospectus and Registration Exemptions). See “Purchasers’ Rights of Action – Ontario Investors” at the end of this Presentation for further information. This Presentation is not a prospectus or an offering memorandum pursuant to applicable US securities laws. The securities described herein have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the definition of “accredited investor” (as defined in Rule 502(a) of the U.S. Securities Act) and are familiar with and understand the terms of the offering and have all requisite authority to make such investment.

Under no circumstances are its contents to be reproduced or distributed to the public or press. Securities legislation in all provinces prohibits such distribution of information. This document is not, and under no circumstances is to be construed as a prospectus or a public offering as defined under applicable securities anywhere in Canada or in any other jurisdiction.

No securities commission or similar regulatory authority has passed on the merits of these securities or reviewed this document and any representation to the contrary is an offence. This Presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of the Company have not been and will not be registered under the United States federal or state securities laws. Investors must be able to afford the loss of their entire investment. The distribution of this Presentation is in certain jurisdictions is restricted by law, including (but not limited to) the United States and Canada. Persons into whose possession this Presentation may come are required to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this Presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction. The Company does not intend to, and neither the delivery of this Presentation or any further discussions with any recipient shall, under any circumstances, create any implication that the Company assumes any obligation to update or correct the information herein based on changes following the date hereof, nor is this Presentation an implication that there has been no change in the affairs of the Company following the date hereof. Please refer to the Appendix to this Presentation for the Purchasers’ Rights of Action.

Marketing and Industry Data

This Presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this Presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources.

Forward Looking Information

The Presentation contains certain statements regarding the anticipated future results, performance and achievements of the Company. These “forward-looking” statements are based on the beliefs of, assumptions made by, and information available to the management of the Company (“Management”). Where possible we have used words such as “may,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “plan”, “opportunity” and similar expressions to identify these forward-looking statements. Forward-looking statements in this document include, among other things, statements relating to: expectations on the growth and performance of our business; expectations regarding our growth plans and strategies; our business plans and strategies; our competitive position in our industry; our marketing strategies.

This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Material factors underlying forward-looking information and Management’s expectations include: our ability to maintain, enhance, and grow our appeal within our addressable market; our ability to drive ongoing development and innovation of our brand and product categories; our ability to retain key personnel; our ability to maintain and expand our customer base; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; the impact of competition; the changes and trends in our industry or the global economy; and changes in laws, rules, regulations, and global standards.

The Company is subject to various substantial risks, uncertainties and other factors that could cause its actual results, performance, and achievements to differ materially from those expressed in, or implied by, these statements. Certain of these risks, uncertainties and other factors include: risks related to the fact that the Company may not have sufficient funds to fund its growth or operations; inability to protect and enhance our brand; fluctuations in the global and local economies impacting client budgets and advertising spending; the rapid evolution of social media platforms and digital marketing tools requiring constant updates to strategies and tools; changes in laws and regulations governing digital advertising, data privacy, and consumer protection; our highly competitive industry and the size and resources of some of our competitors; dependence on major social media platforms whose policy changes can significantly impact marketing strategies; potential disruptions due to failures in digital infrastructure or software tools critical to operations; sensitivity to social, ethical, and cultural issues in marketing campaigns which could affect public perception; influence of social movements, political events, or public controversies on marketing strategies and campaigns; risks related to managing the agency's and clients' brand reputation in a rapidly changing online environment; material disruptions in, or security breach affecting, our information technology systems; general economic conditions may adversely affect the Company’s growth and profitability; changes in business, industry, economic and capital market conditions; intellectual property infringement risk; reliance on management and dependence on key personnel; changes in national and local government legislation; uninsurable risks; and litigation risk.

Forward-looking statements in the document are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Company and Management does not undertake any obligation to update forward-looking statements to reflect new information, subsequent events or otherwise. Because of the risks, uncertainties and assumptions contained herein, prospective investors should not read forward-looking information as guarantees of future performance or results and should not place undue reliance on forward-looking information. Nothing in this presentation is, or should be relied upon as, a promise or representation as to the future.

Purchasers’ Rights of Action

The following rights of action for damages or rescission will only apply to a purchase of securities of the Company in the event that the foregoing Presentation is deemed to be an offering memorandum pursuant to applicable securities legislation. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of such provincial securities legislation. Recipients should refer to such applicable securities legislation for the complete text of these rights or consult with a legal adviser. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading or false in the light of the circumstances in which it was made.

These remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defences contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable securities laws for the particulars of these rights or consult with a legal advisor.

The following rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. The following summaries are subject to the express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions.

Ontario Investors

Under Ontario securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer or any selling security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank (each as defined in National Instrument 45-106 – Prospectus Exemptions), (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or (c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Not all defences upon which an issuer, selling security holder or others may rely are described herein. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Alberta, British Columbia and Quebec Investors

By purchasing securities of the company, purchasers in Alberta, British Columbia and Quebec are not entitled to the statutory rights described above. In consideration of their purchase of the securities and upon accepting a purchase confirmation in respect thereof, these purchasers are hereby granted a contractual right of action for damages or rescission that is substantially the same as the statutory right of action provided to residents of Ontario who purchase securities.

Saskatchewan Investors

Under Saskatchewan securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer, every director and promoter of the issuer or any selling security holder as of the date of the offering memorandum, every person or company whose consent has been filed under the offering memorandum, every person or company that signed the offering memorandum or the amendment to the offering memorandum and every person or company who sells the securities on behalf of the issuer or selling security holder under the offering memorandum, or while still the owner of the securities, for rescission against the issuer or selling security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or the others listed above. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and the others listed above will have no liability. In the case of an action for damages, the issuer and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

Other defences in Saskatchewan legislation include that no person or company, other than the issuer, will be liable if the person or company proves that (a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company immediately gave reasonable general notice that it was so sent or delivered, or (b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert.

No person or company, other than the issuer, is liable for any part of the offering memorandum or the amendment to the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert, unless the person or company (a) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (b) believed there had been a misrepresentation.

Similar rights of action for damages and rescission are provided in Saskatchewan legislation in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Saskatchewan legislation also provides that where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.

In addition, Saskatchewan legislation provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold by a vendor who is trading in Saskatchewan in contravention of Saskatchewan securities legislation, regulations or a decision of the Financial and Consumer Affairs Authority of Saskatchewan.

The Saskatchewan legislation also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by the Saskatchewan legislation.

A purchaser who receives an amended offering memorandum has the right to withdraw from the agreement to purchase the securities by delivering a notice to the issuer or selling security holder within two business days of receiving the amended offering memorandum.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defences upon which an issuer or others may rely are described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.

Manitoba Investors

If an offering memorandum or any amendment thereto, sent or delivered to a purchaser contains a misrepresentation, the purchaser who purchases the security is deemed to have relied on the misrepresentation if it was a misrepresentation at the time of the purchase and has a statutory right of action for damages against the issuer, every director of the issuer at the date of the offering memorandum, and every person or company who signed the offering memorandum. Alternatively, the purchaser may elect to exercise a statutory right of rescission against the issuer, in which case the purchaser will have no right of action for damages against any of the aforementioned persons.

Unless otherwise provided under applicable securities legislation, no action shall be commenced to enforce any of the foregoing rights more than: (a) in the case of an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action, or (b) in the case of an action for damages, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the date of the transaction that gave rise to the cause of action.

A purchaser to whom the offering memorandum is required to be sent may rescind the contract to purchase the securities by sending a written notice of rescission to the issuer not later than midnight on the second day, excluding Saturdays, Sundays and holidays, after the purchaser signs the agreement to purchase the securities.

Securities legislation in Manitoba provides a number of limitations and defences to such actions, including:

a) in an action for rescission or damages, no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
b) in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
c) in no case will the amount recoverable under the right of action described above exceed the price at which the securities were offered under the offering memorandum.

New Brunswick Investors

Under New Brunswick securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer and any selling security holder in the event that the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a New Brunswick purchaser. The foregoing is a summary of the rights available to a New Brunswick purchaser. Not all defences upon which an issuer, selling security holder or others may rely are described herein. New Brunswick purchasers should refer to the complete text of the relevant statutory provisions.

Nova Scotia Investors

Under Nova Scotia securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages against the issuer or other seller and the directors of the issuer as of the date the offering memorandum, or while still the owner of the securities, for rescission against the issuer or other seller if the offering memorandum, or a document incorporated by reference in or deemed incorporated into the offering memorandum, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages or rescission is exercisable not later than 120 days from the date on which payment is made for the securities or after the date on which the initial payment for the securities was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or other seller or the directors of the issuer. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer or other seller and the directors of the issuer will have no liability. In the case of an action for damages, the issuer or other seller and the directors of the issuer will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

In addition, a person or company, other than the issuer, is not liable with respect to any part of the offering memorandum or any amendment to the offering memorandum not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or (ii) believed that there had been a misrepresentation.

A person or company, other than the issuer, will not be liable if that person or company proves that (a) the offering memorandum or any amendment to the offering memorandum was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent, (b) after delivery of the offering memorandum or any amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation in the offering memorandum or any amendment to the offering memorandum, the person or company withdrew the person’s or company’s consent to the offering memorandum or any amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it, or (c) with respect to any part of the offering memorandum or any amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation, or (B) the relevant part of the offering memorandum or any amendment to the offering memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defences upon which an issuer or other seller or others may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.

Prince Edward Island Investors

If an offering memorandum, together with any amendment thereto, is delivered to a purchaser and the offering memorandum, or any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against (a) the issuer, (b) subject to certain additional defences, against every director of the issuer at the date of the offering memorandum and (c) every person or company who signed the offering memorandum, but may elect to exercise the right of rescission against the issuer (in which case the purchaser shall have no right of action for damages against the aforementioned persons or company).

No action shall be commenced to enforce the right of action discussed above more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action for damages, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action.

Securities legislation in Prince Edward Island provides a number of limitations and defences to such actions, including:

a) no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
b) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
c) in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.

In addition, a person is not liable with respect to a misrepresentation in forward-looking information (“FLI”) if: (a) the offering memorandum containing the FLI also contains, proximate to the FLI: (i) reasonable cautionary language identifying the FLI as such and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the FLI; and (ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the FLI; and (b) the person had a reasonable basis for drawing the conclusions or making the forecast or projections set out in the FLI.

The above paragraph does not relieve a person of liability respecting FLI in a financial statement required to be filed under Prince Edward Island securities laws.

Newfoundland and Labrador Investors

If an offering memorandum, together with any amendment thereto, contains a misrepresentation, a purchaser has, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action for damages against (a) the issuer, (b) subject to certain additional defences, against every director of the issuer at the date of the offering memorandum and (c) every person who signed the offering memorandum, but may elect to exercise the right of rescission against the issuer (in which case the purchaser shall have no right of action for damages against the aforementioned persons).

a) no person will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
b) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
c) in no case shall the amount recoverable under the right of action described herein exceed the price at which the securities were offered under the offering memorandum, or any amendment thereto.

Intellectual Property Rights

You agree that the content, selection, arrangement, architecture, and enhancement of the content and other website features (the "Website Design") are protected by Canadian and international intellectual and industrial property rights, including copyrights, trademarks, and other proprietary rights. These rights are valid and protected in all media existing now or later developed, and all use of the content or website design shall be in accordance with such rights and the terms of this agreement.

Users of this website are granted a limited license to display or print its content for their own personal non-commercial use, provided the content is not modified. Any other use of the content or the website design is prohibited. The content and website design may not be otherwise reproduced, republished, or re-disseminated in any manner or form without the prior written consent of Sound Marketing Canada Inc.

Linking

You may link to the front page of this website at www.soundmarketing.ca or the biography page of one of the firm’s professionals. Any other link to this website, and any linking to the pages within the site or framing of content on this site, is prohibited without the prior written consent of Sound Marketing Canada Inc. Any reference on this website to any product or service by trade name, trademark, hypertext link, or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by Sound Marketing Canada Inc. To the extent this website contains links to other websites, Sound Marketing Canada Inc. does not control the availability or content of such websites. Your use of any linked websites is at your own risk.

Applicable Law

This website is controlled and operated by Sound Marketing Canada Inc. from its offices within the Province of Ontario, Canada. The terms and conditions upon which users may access and use this website will be governed by the laws of Ontario and the laws of Canada applicable in Ontario. In no event shall any access to this website obtained from any location be construed as an express or implied submission to, or waiver of, any immunity from the jurisdiction of the courts or regulatory authorities of that location by Sound Marketing Canada Inc. or the Province of Ontario.

Restrictions on Access from Outside Ontario

Sound Marketing Canada Inc. makes no representation that the information, documents, and materials outlined in this website (collectively, the "Contents") are appropriate or may be made available for use in any location other than the Province of Ontario. Except as otherwise expressly provided herein, Sound Marketing Canada Inc. has not approved the contents of this website for distribution outside Ontario or authorized access to it from any jurisdiction other than the Province of Ontario if such access would be contrary to the applicable laws or regulations of that jurisdiction. Users from any jurisdiction outside the Province of Ontario assume full responsibility for complying with the applicable laws and regulations in that jurisdiction.

No Offer or Solicitation Regarding Securities

This website includes contents relating to, from, or referenced in, the offering documentation relating to certain securities which have been, or may be in the future, issued or guaranteed by Sound Marketing Canada Inc. or its affiliates (collectively, "Sound Marketing Securities"). Any such contents are provided for general information purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any Sound Marketing Security in any jurisdiction. Sound Marketing Canada Inc. does not intend to solicit, and is not soliciting, any action with respect to any Sound Marketing Security or any other contractual relationship with Sound Marketing Canada Inc. through this website. The contents of this website have not been approved or disapproved by any securities regulatory authority in Canada or any other jurisdiction and are neither sufficient for, nor intended by Sound Marketing Canada Inc. to be used in connection with, any decision relating to the purchase or sale of any existing or future Sound Marketing Security. Investors considering the purchase or sale of a Sound Marketing Security should consult their own financial and legal advisors. Sound Marketing Canada Inc. expressly disclaims any duty to make disclosure or any filings with any securities commission or regulatory authority beyond that imposed by applicable laws.

Forward-Looking Statements

Statements on this website may be "forward-looking statements" within the meaning of applicable securities laws. Such forward-looking statements involve uncertainties, risks, and other factors which could cause actual results to differ materially from the forecasts and economic outlook contained expressly or implicitly in such statements. Sound Marketing Canada Inc. undertakes no obligation to update forward-looking statements to reflect new information, future events, or otherwise, except as may be required under applicable securities laws and regulations.

No Warranties, Exclusion of Liability

Sound Marketing Canada Inc. may make changes to or update this website or its contents at any time without notice. All links to any other website take you to websites not maintained by Sound Marketing Canada Inc. (collectively, "Third Party Sites") which do not form part of this website and which are provided for information purposes only. Any link to a Third Party Site does not mean that Sound Marketing Canada Inc. endorses or accepts any responsibility for the content, or the use, of any such Third Party Site. Sound Marketing Canada Inc. does not guarantee or warrant that the contents of this website, any link, or the contents of any Third Party Site are accurate, complete, up-to-date, or free of errors, viruses, or other items of any kind that are of a destructive nature or that access to this website or any Third Party Site will be uninterrupted or free from delay. Users of this website should understand that all contents have been electronically converted from the media in which originals were produced and do not constitute official documents. Sound Marketing Canada Inc. makes no warranty in relation to the accuracy or completeness of the conversion process.

Reservation of Rights

The contents of this website (including, without limitation, the graphics, icons, and overall appearance of this website) are the property of Sound Marketing Canada Inc. Sound Marketing Canada Inc. does not waive any of its proprietary rights therein including, but not limited to, copyrights, trademarks, and other intellectual property rights. No user of this website may sell, republish, print, download, copy, reproduce, modify, upload, post, transmit, or distribute in any way any portion of this website or its contents without the prior written consent of Sound Marketing Canada Inc., except for reasonable printing, downloading, and copying for the private information of the user. The availability of any of the contents of this website shall under no circumstance constitute a transfer of any copyrights, trademarks, or other intellectual property rights of Sound Marketing Canada Inc. to any user of this website or any third party. This website and the contents are protected by Canadian and international copyright laws, both as individual works and as a compilation.

Acceptance of Terms

Use of this website means acceptance of the above terms. If you do not agree with these terms, please discontinue your use of this website immediately.

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