1.1

ThruYou Social Commerce, Inc. ("ThruYou") has established the ThruYou Donation Program to facilitate the donation of credits used as a placeholder for currency ("Donation Credits") that are earned by you through your participation in programs ("Commercial Donation Programs") established by ThruYou-approved third parties ("Program Originators") to ThruYou-approved charities that are registered, and in good standing, under the Income Tax Act (Canada) ("Eligible Charities"). Lists of the Program Originators and Eligible Charities can be found at www.thruyou.com (the "Site"). ThruYou may add, remove or otherwise change Program Originators and Eligible Charities at any time without notice. While in limited circumstances you may request that funds earned by you on account of Donation Credits be paid to you, the purpose of the ThruYou Donation Program is to facilitate the making of donations by you to Eligible Charities via a "donor advised fund arrangement" discussed below.

1.2

This agreement (as it may be amended from time to time, the "Member Agreement") sets out the terms and conditions of the ThruYou Donation Program, supersedes all previously published terms and conditions or agreements relating to the ThruYou Donation Program, and is separate and distinct from all agreements ("Commercial Donation Program Agreements") entered into between you and Program Originators relating to Commercial Donation Programs.

2.1

To participate in the ThruYou Donation Program:

1. you must register at the Site;
2. you must have agreed to be bound by the terms and conditions of this Member Agreement by accepting the terms and conditions at the Site;
3. you must at all times be in full compliance with this Member Agreement; and
4. your membership must not have been terminated or suspended, and you must not have otherwise been disqualified from participating in the ThruYou Donation Program pursuant to the terms and conditions of this Member Agreement.

A participant in the ThruYou Donation Program is referred to as a "Member".

2.2

Your acceptance of this Member Agreement will constitute your acknowledgment that you have received, read and agreed with the terms and conditions of this Member Agreement, as they may be amended from time to time. The posting of this Member Agreement as amended from time to time on the Site is deemed notice to you of this Member Agreement and any amendment of it, where notice is required or permitted to be given. Furthermore, registration as a Member or any use of your Member Account constitutes acceptance of this Member Agreement as it may be amended from time to time.

2.3

You acknowledge that only individuals who are Members may be entitled to participate in certain Commercial Donation Programs. You are advised to review each applicable Commercial Donation Program Agreement to determine the terms and conditions of such program, including your eligibility to participate in such program. You acknowledge and agree that ThruYou and its directors, officers, agents, employees, affiliates, successors and assigns will have no liability or responsibility to you in connection with any Commercial Donation Program, or any agreement relating to any such program or the earning of funds on account of Donation Credits by you in connection with any such program or the calculation or entitlement to Donation Credits by the Program Originator, and you release and forever discharge such parties from all claims in connection with such matters.

3.1

Each Donation Credit has an equivalent cash value of $0.01.

3.2

Neither Donation Credits nor any funds on account thereof are transferable without the express consent of ThruYou.

4.1

Donation Credits earned by or gifted to you through your participation in Commercial Donation Programs pursuant to the terms and conditions of each such program will be posted by ThruYou to your notional account at the Site (the "Member Account") within a commercially reasonable period of time following confirmation from the applicable Program Originator that you have earned or are otherwise entitled to the relevant number of Donation Credits. The Member Account will record the number of Donation Credits to which you are entitled through participation in Commercial Donation Programs, any adjustments to the number of such Donation Credits, and the number of Donation Credits donated by you pursuant to the terms and conditions of this Member Agreement.

4.2

You acknowledge that ThruYou relies on information provided by the applicable Program Originator with respect to the number of Donation Credits to which you may be entitled, and you release and forever discharge ThruYou with respect to all claims relating to such matters.

4.3

Any funds received by ThruYou on account of Donation Credits to which you are entitled through participation in any Commercial Donation Program will be held in trust by or on behalf of ThruYou for your benefit in accordance with this Member Agreement.

4.4

If a Program Originator adjusts the number of Donation Credits to which you are entitled pursuant to the applicable Commercial Donation Program, ThruYou may adjust the number of Donation Credits in your Member Account and the funds held in trust by or on behalf of ThruYou for your benefit accordingly.

4.5

You can receive the funds being held in trust by ThruYou for your benefit on account of Donation Credits earned through your participation in Commercial Donation Programs subject to the following:

1. you have properly completed and submitted the Payment Request Form available at the Site on or before 5:00 p.m. (Toronto, Canada time) on the Donation Date (as defined in Section 5.1);
2. ThruYou or its agent, as trustee, will be entitled to deduct an amount equal to 10% of the amount to be paid to you in consideration of the trustee services provided by ThruYou in connection with such payment;
3. payment by ThruYou will be made by cheque to the address registered at the Site as soon as commercially reasonable following the 120th day after your submission of the Payment Request Form, subject to the right of ThruYou to set off against such payment any amounts due to ThruYou by you on account of adjustments;
4. upon your submission of the Payment Request Form, ThruYou will have the right to suspend your further participation in the ThruYou Donation Program until payment has been made by ThruYou or you have advised ThruYou that you will continue to participate in the ThruYou Donation Program with the intention of donating funds on account of Donation Credits to the Foundation (as defined in Section 5.1);
5. ThruYou has the right to disqualify you from participating in the ThruYou Donation Program if your participation in the ThruYou Donation Program has been suspended as a result of your request for payment of funds held in trust by ThruYou for your benefit; and
6. if you have donated Donation Credits pursuant to the terms and conditions of this Member Agreement, you will have no right to receive the funds on account of such Donation Credits.

5.1

In delivering certain aspects of the ThruYou Donation Program, ThruYou utilizes the software and services of Benevity Social Ventures, Inc. ("Benevity") and its related charitable foundation. You direct ThruYou or its agent, Benevity, as trustee, to make a gift on your behalf of all funds held in trust by ThruYou or its agent Benevity for your benefit on account of Donation Credits earned or acquired by you, subject to adjustments permitted under this Member Agreement, to Canadian Online Giving Foundation (registration number 862216165 RR0001) or such other charity registered under the Income Tax Act (Canada) and designated as such as a private foundation as ThruYou may determine in its sole discretion from time to time (the "Foundation") on the date (the "Donation Date") that is the earlier of: (i) the business day immediately following the date that is 15 days following the date the Donation Credits are posted to your Member Account and (ii) the date upon which you have instructed ThruYou to make the donation (which may be immediately donated upon receipt from Program Originators if you have so instructed ThruYou in your Personal Foundation at the Site). Such gift will be received by ThruYou or Benevity as agent of the Foundation, and will be held in a segregated trust account for the sole and exclusive benefit of the Foundation, and thereafter is a tax receiptable donation made by you to the Foundation. All such donations, will be subject to a "donor advised fund arrangement" in your favour, and will be subject to a 7% administration and processing charge by Benevity which is deducted from the amounts disbursed by the Foundation to the Eligible Charity. Pursuant to the "donor advised fund arrangement", you agree that the Foundation, as the recipient of the donation will consider your advice in respect of which Eligible Charities the donation will be donated by the Foundation. You acknowledge that, as a "donor advised fund arrangement", you have no legal power to compel the Foundation, as recipient of the donation, or ThruYou, as agent of the Foundation, to donate in accordance with such advice.

5.2

Pursuant to the "donor advised fund arrangement", you may indicate to which Eligible Charities you would like your donations to be made in your "Personal Foundation" at the Site and the percentage allocation of donations to each. You can cancel, change or adjust your selection of and allocation to Eligible Charities at any time in your Personal Foundation at the Site. Any such cancellation, change or adjustment will only affect donations made after the date of such cancellation, change or adjustment. Your Personal Foundation will also show the donations made by you or on your behalf to the Foundation, and the donations made by the Foundation to Eligible Charities from the donations made by you to the Foundation. The Foundation will not be required to consider any advice you may give following the 180th day from the applicable Donation Date with respect to the donations made after such Donation Date.

6.1

If you are a Canadian taxpayer, you will receive a tax receipt (PDF file accessible at the Site) with respect to donations made by or on your behalf to the Foundation during a calendar year as soon as practicable and in any event within 2 months after the end of that year. The relevant date of the tax receipt will be the taxation year in which the Donation Credits were donated to the Foundation.

7.1

You can access and review the status of your Member Account and Personal Foundation at the Site by logging on to the secure portion of the Site and entering the applicable account information. You may also contact ThruYou (as detailed below) to make inquiries about the status of your Member Account and to determine the number of Donation Credits then available for donation or payment.

7.2

To make inquiries about the ThruYou Donation Program, including this Member Agreement, you should contact ThruYou as follows:

• internet at www.thruyou.com; or
• e-mail at cause@thruyou.com.

To make inquiries regarding a Commercial Donation Program or a Commercial Donation Program Agreement, you should contact the applicable Program Originator as set forth in the applicable Commercial Donation Program Agreement or as such Program Originator may advise.

8.1

You irrevocably appoint ThruYou as your trustee to receive funds from Program Originators on account of Donation Credits to which you are entitled through participation in Commercial Donation Programs. You acknowledge and agree that:

1. until the Donation Date, these funds will be held by ThruYou or on behalf of ThruYou in a trust account for your benefit;
2. these funds may be commingled with funds received in trust for other users on account of Donation Credits earned by such users;
3. ThruYou or its designee, as trustee, has all the powers of a natural person with respect to these funds, including without limitation, all those necessary to deal with and donate these funds pursuant to the terms of this Member Agreement;
4. ThruYou can deduct the fee set forth in Section 4.5(b);
5. ThruYou has no responsibility or duty to invest these funds provided however that if interest is earned on these funds then ThruYou can keep any interest earned, and pay such interest to itself;
6. in performing its obligations and duties hereunder, ThruYou will exercise the care, diligence and skill that a person of ordinary prudence would exercise in dealing with the property of another person;
7. ThruYou will have no liability or responsibility as trustee until funds are received from a Program Originator on account of Donation Credits earned by you;
8. ThruYou may retain the services of Benevity or others to perform any of its obligations under this Member Agreement, including its obligations as trustee hereunder; and
9. ThruYou will be released from its obligations as trustee upon the donation of these funds to or for the benefit of the Foundation;
10. upon any suspension, disqualification or termination, ThruYou will continue to be your trustee until such time as there are no longer any funds held by ThruYou for your benefit on account of Donation Credits; and
11. ThruYou can amend this Member Agreement and the terms of this trust as it may determine in its sole discretion, provided that no amendment may change the beneficial ownership of such funds without your prior written consent.

8.2

ThruYou accepts its appointment as trustee pursuant to the terms of this Member Agreement.

9.1

ThruYou, in its sole discretion, may suspend your participation in the ThruYou Donation Program for any reason with or without notice, including without limitation pursuant to Section 4.5 (d) or if there is a negative balance in your Member Account. ThruYou will contact you by email at the address provided in your Member Profile to attempt to resolve the matter underlying the suspension. During the period of suspension, you will not be entitled to be paid any funds held in trust for you on account of Donation Credits earned by you or provide any donor advice. If the matter underlying the suspension is resolved to the satisfaction of ThruYou, then the suspension will be terminated. If the matter is not resolved to the satisfaction of ThruYou, then ThruYou may disqualify you from further participation in the ThruYou Donation Program pursuant to Section 9.2.

9.2

ThruYou, in its sole discretion, may disqualify you from participating in the ThruYou Donation Program for any reason with or without notice including without limitation due to death, bankruptcy, pursuant to Section 4.5(e), if you do not meet the participation requirements set forth in Section 2, if there is no activity in the Member Account for a period of two (2) years, if you or any other person using your Member Account commits fraud or fails to comply with the terms of this Member Agreement or any other agreement with ThruYou or a Program Originator or if you are suspended and the matter underlying the suspension is not resolved to the satisfaction of ThruYou. Upon disqualification, your Member Account may be closed, you will no longer have any rights under this Member Agreement including without limitation your rights to be issued Donation Credits following the date of disqualification, receive funds held in trust for you on account of Donation Credits or provide donor advise regarding the Eligible Charities to which your donations will be made, and ThruYou as trustee will be entitled to donate any funds held in trust for your benefit on account of Donation Credits to the Foundation and the Foundation will be entitled to utilize any such funds as it may determine in its sole discretion.

9.3

ThruYou, in its sole discretion, may terminate the ThruYou Donation Program or any part of it for any reason on 90 days notice to you. You will have 90 days from the date of notice to request the payment to you of any funds held in trust by ThruYou for your benefit on account of Donation Credits in your Member Account and advise ThruYou as agent of the Foundation as to which Eligible Charities to which you would like your donations to be made, following which such remaining funds will be donated to the Foundation on your behalf and the Foundation will be entitled to utilize any such funds as it may determine in its sole discretion with respect to any donations which remain unallocated to Eligible Charities.

9.4

You may cancel your membership or close your Member Account in the ThruYou Donation Program at any time at the Site and upon doing so you will be eligible to be issued Donation Credits earned up to the cancellation or close date, which Donation Credits may be donated or paid to you only as permitted by ThruYou pursuant to the terms and conditions of this Member Agreement.

9.5

Upon any suspension, disqualification or termination, ThruYou will continue to be your trustee and agent until such time as there are no longer any funds held by ThruYou for your benefit on account of Donation Credits.

10.1

ThruYou represents and warrants to you that it has been duly appointed agent of Foundation for the purposes set forth in this Member Agreement and that this Member Agreement constitutes a binding and enforceable agreement against ThruYou, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability.

10.2

You represent and warrant to ThruYou that you are over the age of majority in the jurisdiction in which you reside and that this Member Agreement constitutes a binding and enforceable agreement against you, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability.

11.1

The information provided by you at the Site and other information which may be provided by you from time to time, as well as information about your transactions in connection with the ThruYou Donation Program is required by ThruYou to manage your Member Account, your Personal Foundation and your participation in the ThruYou Donation Program. You consent to and authorize ThruYou, its subsidiaries and affiliates and any other third parties with whom any of the foregoing contract in order to manage the ThruYou Donation Program and carry out the terms of the Member Agreement, to share information about you, your Member Account, your Personal Foundation and Commercial Donation Programs as necessary to effect, administer, enforce, service or fulfill the terms of this Member Agreement, your participation in the ThruYou Donation Program and your participation in Commercial Donation Programs. The collection, use and disclosure of personal information about you will be in accordance with ThruYou Privacy Policy available at the Site.

12.1

You are solely responsible for any personal tax liability arising from participation in the ThruYou Donation Program. You are advised to consult with a personal tax advisor in order to determine any personal tax consequences. You agree to release ThruYou, Benevity, the Foundation and their respective directors, officers, agents, employees, affiliates successors and assigns from any and all claims in respect of any tax liability resulting from your participation in the ThruYou Donation Program.

12.2

This Member Agreement and its benefits are offered at the sole discretion of ThruYou. You understand and agree that ThruYou may at any time, with or without notice, change this Member Agreement in whole or in part including, but not limited to, the conditions of participation, the earning and accumulation of Donation Credits, the rate at which Donation Credits are earned and any terms and conditions relating to the Foundation.

12.3

ThruYou may rely on your acceptance of and agreement with this Member Agreement. No person or entity other than you and ThruYou are intended to be a beneficiary of or may rely on this Member Agreement unless expressly stated herein.

12.4

No delay or omission by ThruYou in exercising any right or remedy contained in this Member Agreement will operate as a waiver of any of such rights and remedies nor shall it be interpreted as such. ThruYou may, in its sole discretion, deviate from the strict observance, performance or compliance by you of any terms and conditions of this Member Agreement. Such deviations will not alter, affect or prejudice any of ThruYou's other rights or remedies and will only be effective in the specific instance and for the specific purpose for which it was given and will be deemed not to be a waiver of any other of ThruYou's rights or remedies as a result of any other breach of this Member Agreement.

12.5

You agree to hold ThruYou, Benevity, the Foundation and their respective directors, officers, agents, employees, affiliates, successors and assigns (collectively, the "Indemnitees") harmless from and against all liability, causes of action, penalties, costs and claims, and will reimburse the Indemnitees' reasonable and actual expenses incurred in connection therewith (including legal fees and costs), arising from or related to your participation in the ThruYou Donation Program including, but not limited to, any breach by you of this Member Agreement or any fraud, misrepresentation or abuse committed by you in connection with your participation in the ThruYou Donation Program or any other person using your Member Account or Personal Foundation.

12.6

It is your responsibility to promptly advise ThruYou of any changes to your mailing and email addresses or other contact information by making the necessary changes to the information provided by you at the Site.

12.7

ThruYou is not affiliated in any manner with any Program Originators or Eligible Charities and are not agents, representatives or employees of any of them and no such party has the power to obligate or bind the other. Commercial Donation Program Agreements, this Member Agreement and any other agreements between you and a Program Originator are each independent of the others. ThruYou makes no representation as to any agreement other than this Member Agreement or as to any Program Originator or Eligible Charity and neither offers, endorses, nor guarantees any of the goods, services, information or recommendations provided by third parties to you in respect of any Program Originator or Eligible Charity.

12.8

Except as expressly set forth in this Member Agreement and to the fullest extent permissible pursuant to applicable law, ThruYou makes no representations or warranties, express, implied or statutory, to you in connection with the ThruYou Donation Program, any Program Originator, any Eligible Charity or any Commercial Donation Program. You assume total responsibility and risk for your use of the ThruYou website and your reliance thereon.

12.9

This Member Agreement shall be governed by the laws applicable in the Province of Alberta, Canada, and you agree to attorn to the jurisdiction of the Province of Alberta, Canada. Any interpretation, question or dispute regarding the ThruYou Donation Program and this Member Agreement will be resolved at the sole discretion of ThruYou. All decisions made by ThruYou shall be final and binding. In no event will ThruYou's liability with respect to the ThruYou Donation Program, including liability for negligence or breach of contract, be greater than the value of Donation Credits in your Member Account at the time the dispute arose. Any proceedings relating to matters regarding the ThruYou Donation Program or this Member Agreement will be brought in the courts of Calgary, Alberta, Canada and orders of such courts will be binding on you and ThruYou. If any provision of this Member Agreement is invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the validity or enforceability of the remaining provisions of this Member Agreement.

12.10

This Member Agreement constitutes the entire agreement between you and ThruYou regarding your participation in the ThruYou Donation Program including without limitation your entitlement to be paid the funds held by ThruYou for your benefit on account of Donation Credits and the donation of such funds.

12.11

You consent to the formation of contractual relations through electronic communications.