(the 'Rules')

DURATION OF THE CHALLENGE

The 2020 student challenge (the 'Challenge') is organized by Meloche Monnex inc., trading as TD Assurance Meloche Monnex ('MMI'), and Agorize inc. (the 'Service Provider'), and takes place from January 10, 2020, to June 17, 2020 (hereinafter referred to as the 'Challenge period').

ELIGIBILITY

The Challenge is open to all students internationally

 who are at least 18 years old (hereinafter referred to as the 'Participant(s)').

Employees of MMI and of the Service Provider and members of their immediate families are not eligible to become Participants.

HOW TO TAKE PART

To take part in the Challenge, Participants must:

1. form a team (each team must have a minimum of two (2) and a maximum of five (5) Participants), hereinafter referred to as the 'Team';
2. register on the Challenge website (https://www.agorize.com/en/challenges/td-insurance-2020) and then on the Agorize platform (a link to which is provided upon registering on the Challenge site) and read and accept the terms of these Rules; and
3. develop a prototype (design, code, business platform, etc.) linked to the given topic (Help TD Insurance improve its positive impact on society and enrich the lives of its customers, communities and colleagues) (the 'Prototype').

PROCESS

1. The Challenge's theme will be launched on January 10, 2020, and announced on Agorize's social media channels and on the website agorize.com.
2. Registrations will be open from January 10, 2020, on https://www.agorize.com/en/challenges/td-insurance-2020.
3. Between January 10, 2020, and March 1, 2020, and once Participants have registered and have read and accepted the terms of these Rules, Teams must then prepare and develop their Prototype in the form of a PowerPoint presentation, which must feature five (5) slides and be based on a template that will be provided to Teams.
4. Teams will upload their PowerPoint presentation on their Prototype to their team area specific to the Challenge before March 1, 2020.
5. The jury of MMI employees (the 'Jury') will begin their deliberations on March 1, 2020, at 12.00 (Eastern Standard or Daylight Savings Time as applicable) and continue until March 13, 2020, at 17.00 (Eastern Standard or Daylight Savings Time as applicable). During this time, they will assess the Teams' prototypes and select a maximum of twenty-five (25) Teams for the semi-finals.
6. The twenty-five (25) Teams chosen for the semi-finals will be announced on March 13, 2020, on: https://www.agorize.com/en/challenges/td-insurance-2020.
7. The twenty-five (25) Teams of semi-finalists must upload a video explaining their Prototype to the Agorize platform (https://www.agorize.com/en/challenges/td-insurance-2020) by 23.59 (Eastern Standard or Daylight Savings Time as applicable) on May 17, 2020, at the latest.
8. Of these twenty-five (25) Teams of semi-finalists, the Jury will choose three (3) Teams of finalists (the 'Winners'), who will prepare for the final between May 30, 2020, and June 17, 2020 (the 'Final').
9. The Final will be held on June 17, 2020, in Toronto.
10. At this Final, the results will be announced and the prizes will be awarded to the Winners by the Jury based on the ranking given to each respective project.

PRIZES

Members of the three (3) winning Projects will be awarded the following Prizes based on the final ranking of their Project as determined by the Jury. The three (3) Projects selected by the Jury are ranked from first to third, with first being the best:

1. Total prize money awarded to the Project ranked first:

Prize money of $4,000 for each Team member

2. Total prize money awarded to the Project ranked second:

Prize money of $1,500 for each Team member

3. Total prize money awarded to the Project ranked third:

Prize money of $1,000 for each Team member

Details of the prizes can be found on Agorize's website
(https://www.agorize.com/en/challenges/td-insurance-2020)

SELECTION CRITERIA

1. Innovativeness/Originality of the Project (40%);
2. Impact of the relevance of the proposal made in the Project (40%); and
3. Feasibility of implementing the Project (20%).

TERMS AND CONDITIONS

In order to be eligible for and to take part in this Challenge, and in order for any Team to be declared a Winner, Participants[1] must fulfil the following conditions:

1. Acceptance of these Rules. Participants must have read and accepted the terms of these Rules before submitting their Prototype and must confirm that they fulfil the eligibility conditions and other requirements of these Rules.
2. Attendance. If their team is chosen, Participants must be able to attend the Final, which will take place in Toronto on June 17, 2020.
3. Disqualification. Should any Participant fail to comply with any of the conditions of these Rules, he will be disqualified. Should one of the Winners fail to comply with any of the conditions given in these Rules after the Challenge period, that Winner's prize will be cancelled or the prize will be awarded to another Team at the discretion of MMI and in accordance with the terms of these Rules. The same conditions will then remain applicable with the necessary adaptations if required.
4. Refusal to accept the prize. In the event that one of the Winners refuses to accept their prize, MMI will be released from any obligation regarding the awarding of this prize and may, at its discretion, cancel the prize in question or award it to another Team in the manner described in the previous paragraph.
5. Acceptance of the prize.Prizes must be accepted as described in these Rules, and in no case may they be transferred in full or in part to another Team, except at the decision of MMI and at its exclusive discretion.

In the event that MMI is unable to award the prize as described in these Rules, it reserves the right to award a prize of the same nature and of equivalent value or, at its exclusive discretion, the value of the prize indicated in these Rules.

By accepting a prize, Winners authorize MMI to use, should it so wish, their name, photograph, image, voice, place of residence and statement on the award for promotional purposes without any remuneration becoming due.

6. Ending the Challenge. In the event that, for any reason, the Challenge must be brought to an end in part or in full before the date of the Final, prizes may be awarded at MMI's discretion to Teams whose registrations had been received by the date on which the event terminating the Challenge occurred.
7. Communication with Participants. No communication or correspondence will be entered into with the Participant as part of this Challenge.
8. MMI will carry out checks on all registrations and on Participants' acceptance of these Rules. Those that are incomplete, inaccurate, illegible, mechanically reproduced, altered, fraudulent, submitted or uploaded late, include an invalid telephone number or are otherwise non-compliant will be rejected and will not result in a prize.
9. Any person who takes part or attempts to take part in this Challenge by any means contrary to the terms of these Rules and in such a way that presents an unfair advantage over other Participants (such as computer hacking or failure to declare prior intellectual property) will automatically be disqualified and may be referred to the relevant judicial authorities.

Confidentiality & Confidential Information

1. The Participant acknowledges that as part of his participation in this Challenge, he will have or could have access to various business information and trade secrets belonging to MMI and its affiliated companies, including but not limited to important, strategic, economic, financial or legal confidential information or other information linked to MMI's operations and those of its affiliated companies as well as to their respective directors, managers, employees, representatives, agents, partners, suppliers and/or customers (hereinafter collectively referred to as 'Confidential Information'). Furthermore, Confidential Information also refers to any information identified as such by MMI or identified as being the property of MMI or its affiliated companies in addition to any information that is perceived as being confidential by the Participant or is perceived as such in light of the way in which the information is used, accessed and/or protected.
2. As a result, the Participant undertakes not to, directly or indirectly, copy, give access to, allow to be disclosed or disclose to any other party any Confidential Information or the terms of these Rules, except where required to do so in order to participate in the Challenge or where required by MMI. Similarly, the Participant must not disclose or make available Confidential Information in any way, in whole or in part, to any person other than those who must be informed of it in order to fulfil their obligations under the Rules.
3. In addition, the Participant also undertakes not to directly or indirectly, through an intermediate person or any other means, make use of this Confidential Information for their own benefit or for the benefit of any third party or against the interests of MMI and/or its affiliated companies, recognizing that this information is confidential and is the exclusive property of MMI and/or its affiliated companies as applicable, and undertakes to protect the Confidential Information as if it were his own, demonstrating at least reasonable care and attention at all times.
4. The Participant undertakes to inform MMI immediately of any violation of this confidentiality agreement or in the event he becomes aware of any unauthorized disclosure of Confidential Information by any third party.
5. The confidentiality agreement included in these Rules does not cover information that:
   
   1. was in the public domain at the time it was made available or that becomes publicly available through any means other than violation of these Rules;
   2. was legally known to or in the possession of the Participant before being shared by MMI;
   3. was communicated to the Participant in good faith by a third party that was legally authorized to disclose such information; or
   4. must be disclosed as a result of an order by a competent authority or court having jurisdiction; however, the Participant must give MMI prior written notice so the latter may take appropriate protective or corrective measures.
6. All documents or equipment, including but not limited to papers, books, CD-ROMs, floppy disks, tapes, and other media, containing Confidential Information that may be in the Participant's possession on the date of the Challenge Final must be returned to MMI on the date of the Final at the latest.
7. This confidentiality agreement will remain in force for the entire duration of the Challenge and throughout the Prototype creation period, unless the project is cancelled by MMI.
8. The Participant undertakes to comply with, and to take all necessary measures to ensure that his actions (or omissions) will not result in MMI or its affiliated companies failing to comply with, the provisions of the Personal Information Protection and Electronic Documents Act (Canada) or any other provincial law (as amended or promulgated from time to time), including but not limited to provisions governing the collection, use, maintenance and disclosure of personal information. For the avoidance of doubt, it is understood that it is the Participant's responsibility to ensure that the performance and fulfilment of his obligations comply with such provisions.

Intellectual Property.

1. Respect for third parties' intellectual property. The ideas and the Prototype presented during this Challenge must be entirely original and must not infringe upon any right or title to or interest in any intellectual property belonging to a third party. If all or part of the content was conceived of, in whole or in part, by a third party or if any right or title to or interest in the intellectual property belongs to this third party, the Participant must obtain the relevant rights allowing him to use the content (or part of it) and to assign the right of use and modification to MMI if applicable. If he fails to comply with one or more of the aforementioned obligations in whole or in part, the Participant must:
   1. indemnify MMI against any damages it incurs;
   2. defend MMI if it is impleaded in or made a party to legal proceedings initiated by a third party alleging violation or misuse, whether real or perceived, of any right or title to or interest in any intellectual property, and indemnify MMI against any pecuniary judgement in both capital and interest as well as all legal and out-of-court expenses that MMI may incur as a result; and
   3. replace the illegally used content with entirely original content or content to which the Participant holds an intellectual property right or title or in which he holds an intellectual property interest and that serves the same function as the previous content, without delay and at his own expense.
2. Prototype created by the Participant. All intellectual property rights and titles to and interests in the Prototype developed by the Participant before or during the Challenge belong to and are the property of the Participant as applicable, except where any intellectual property right, title or interest belongs to a third party.
3. Licence agreement. The Participant grants MMI a perpetual, universal, non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, unlimited and assignable licence allowing it to use, promote, translate, reproduce, copy, adapt, transmit, edit, organize or process, publicly display, disclose, transform and make use of in any way and in any form both the content and components of his ideas and of the Prototype presented and submitted during the Challenge. This means in particular that MMI is authorized to make use of all of the components of the Prototype submitted by the Participant at its sole discretion without notice, without obligation and without any compensation becoming due to the Participant, except where stated in these Rules.

N.B. The masculine is used in these Rules for the sole purpose of brevity and is not intended to be discriminatory.

[1] Please note that the Terms and Conditions that apply to Participants also apply to all Teams and Winners