TERMS AND CONDITIONS OF YORKREGION411.COM

Terms and Conditions

The following standard terms and conditions apply to all customers who order advertising products and services from YorkRegion411.com. Print off a copy and be sure to review the agreement prior to purchasing our products or services.

Go to the Contact Us section of the Web site, if you have questions related to the terms of agreement.

PURCHASE OF ADVERTISEMENT - YorkRegion411.com or its designated affiliates (collectively, "YR411") agrees to sell to the client, and the client agrees to purchase, the print and/or electronic advertisement (the "Advertisement") as detailed and for the monthly fee indicated on the directory advertising purchase form (the "Purchase Order"). YR411 will publish the advertisement of the client in the first edition of the Yellow Pages™ directory indicated on the Purchase Order following the date of execution of this contract (or of the Additional Purchase Order(s) as provided for under section 2 hereunder). The client agrees to file with YR411 any claim regarding the Advertisement within forty-five (45) days of the publication of a directory, failing which he shall be deemed to have accepted the Advertisement, thereby waiving irrevocably any rights to make any claim in relation thereto. The Standard Terms and Conditions along with each Purchase Order or Additional Purchase Order(s) are separately being referred to as the "Contract". The client acknowledges that YR411 may, from time to time, change the date of closing or of publication of any Yellow Pages directory.

ADDITIONAL PURCHASES OF ADVERTISEMENT - The terms and conditions contained herein govern all advertising sold by YR411. Additional print and/or electronic advertisements may be purchased by the client by the issuance and acceptance of one or more additional Purchase Orders (the "Additional Purchase Orders"), and each such additional advertisement shall be governed by these Standard Terms and Conditions as if those terms and conditions were recited at length in the Additional Purchase Order(s).

TERM OF CONTRACT - The Contract is for an initial term beginning at the date of execution hereof and ending immediately preceding the date of publication of the second Yellow Pages directory following that for which the Advertisement was purchased (the "Initial Term"). After said Initial Term, the Contract is automatically renewed for additional terms ending on the date of publication of the subsequent Yellow Pages directory (each such additional term a "Renewal Period") unless YR411 or the client gives to the other a written notice of non-renewal in writing at least four (4) months before the end of the Initial Term or any Renewal Period for electronic and print directories. Any such Initial Term or Renewal Period, typically of twelve months, may vary in length, from time to time, in accordance with section 1 of the Contract. In the event that the term is extended, the monthly fee shall apply until the end of the revised term. In the event that the term is shortened, billing shall end upon the revised end of term. When the Contract has been invoiced at the issue of the directory, advertising charges shall be increased or decreased on a monthly pro rata basis. Any such charges shall be paid or rebated, as the case may be, forthwith. The parties agree that no adjustment shall be made when a term is extended or shortened by one month or less.

EDITORIAL RIGHTS - YR411 is under no obligation to publish or put the Advertisement online and may, at any time, choose not to publish, put online or remove from its e-directories, the Advertisement for any reason whatsoever including editorial decisions or illegal or offensive content. In such event, the Contract shall be terminated and YR411 shall reimburse any amounts paid in advance by the client. Likewise, YR411 may, at its discretion, abbreviate, reduce in size, remove a link or otherwise modify the Advertisement. When the Advertisement is abbreviated or reduced in size, the fee hereafter described shall be reduced accordingly by YR411 acting reasonably in its sole discretion and YR411 shall not incur any liability, as detailed further in section 9.

TERMS OF PAYMENT - The client undertakes to pay, on time, without compensation, and notwithstanding any dispute related to the Advertisement or any claim the client may allegedly have against YR411, the lump sum fee or the monthly fee indicated on the Purchase Order, as the case may be. Payment shall be made in full upon receipt of YR411's invoice included in Bell Canada's telephone bill or YR411's bill, said bills incorporating that fee. An interest rate of 1% per month compounded monthly (12.68% per year) applies to any amount unpaid one month following the receipt of YR411's bill included in Bell Canada's telephone bill or YR411's bill. The client covenants that any security deposit shall be imputed to the last monthly payment or payments to be made according to the Contract.

INCREASE OF FEE - The lump sum fee or the monthly fee indicated on the Purchase Order may be increased annually by YR411 in accordance with its standard practices. The client shall pay YR411 in accordance with such rates established by YR411 and of which notice will be given upon request. YR411 further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.

EARLY TERMINATION - YR411 may terminate the Contract and refuse to publish the Advertisement upon the following events of default: (i) upon notice to the client from YR411 if the client is in default of paying any amount owed to YR411 pursuant to the Contract or to any other agreement entered into with YR411; (ii) upon notice to the client from YR411 upon the occurrence of the client's insolvency, dissolution, bankruptcy, assignment for the benefit of creditors or admission of its inability to pay its debts as they become due. In either events of default, the client will lose the benefit of the term and all sums owed to YR411 for the balance of the Initial Term or for any Renewal Period of the Contract will immediately become due and payable. The client agrees to be responsible for the payment of expenses, including reasonable attorney fees and costs incurred by YR411 in connection with the recovery of any amounts due hereunder.

IN THE EVENT OF ERROR - When caused by YR411, in the event of: (i) any error or errors in the client's name, address or telephone number or in any other information contained in an Advertisement, (ii) any omission of any Advertisement from any print or electronic directory or from any electronic media of YR411, (iii) the incorrect location of any Advertisement in any print or electronic directory or any electronic media of YR411 or (iv) the publication or inclusion of any Advertisement in any print or electronic directory or in any electronic media of YR411 not specifically requested by the client or contrary to the client's request (collectively, "Errors"), YR411 agrees to adjust the charges to the client with respect to the specific Advertisement containing the Errors in proportion to the relative importance, if any, of such Errors to the overall Advertisement, as determined by YR411, acting reasonably.

LIMITED LIABILITY OF YR411 - The client agrees that the liability of YR411 under the Contract is limited as follows:

(i) notwithstanding paragraphs(ii) and (iii) hereunder, YR411's liability to the client for any and all damages sustained by the client for any Errors in any standard free listing will be limited to $20.00 for the period during which the listing appears in any current print or electronic directory or directories or in any electronic media of YR411;

(ii) for Errors not caused by the negligence of YR411, YR411's liability to the client for any and all damages sustained by the client will be limited to making a refund or cancelling any charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in any current print or electronic directory or directories or in any electronic media of YR411; and

(iii) for Errors caused by the fault, negligence or intentional conduct of YR411, YR411's liability to the client for any and all damages sustained by the client will be limited to an amount equal to the lower of: (a) direct, actual and proven damages incurred by the client directly as a result of YR411's error or (b) three times the charges associated with the specific Advertisement subject to the Errors for the period during which that Advertisement appears in any current print or electronic directory or directories of YR411.

Without limiting the generality of the foregoing, the client agrees that YR411 shall in no circumstances be liable to the client for any interruption or delay in the ability of members of the public to access any Advertisement of the client in any directory or directories or in any electronic media of YR411. Instead of monetary compensation, the client agrees that YR411 may compensate the client for any damages sustained by the client as a result of any Errors by giving to the client a credit on outstanding amounts or a credit for current or future advertisements. The client hereby acknowledges that the limitation of liability contained in this paragraph is equitable and reasonable in the commercial context of the Contract and that YR411 would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.

NO GUARANTEE OF SUCCESS - The client acknowledges that YR411 does not make any guarantee with regard to the success, derived benefits or responses that the client may have following the publication of the Advertisement.

CLIENT RESPONSIBLE FOR ADVERTISEMENT - The client warrants that it is authorized to publish the Advertisement. The client guarantees that the Advertisement does not violate any law and that it holds all permits or licences which may be necessary to publish the Advertisement in the heading and territory requested. The client furthermore guarantees that it holds all the rights to use the trade marks or commercial names included in the Advertisement and that this use does not contravene any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The client agrees to indemnify and hold YR411 harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement, including infringement of any third party's intellectual property rights; (ii) claims for misleading advertising and claims related to client product warranties or performance; and (iii) any other actions of client which give rise to any other liability at law. Furthermore, when the Advertisement is created by the client or one of its representatives, the client acknowledges that YR411 shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.

OWNERSHIP OF ADVERTISEMENT - The client hereby grants to YR411 a perpetual, nation-wide and free licence to use and reproduce in any manner whatsoever any intellectual property rights which it may own or for which it has a license for the purpose of being embodied in the Advertisement. Save and except the intellectual property rights herein subject to the license granted in favour of YR411, when YR411 created the Advertisement, the client acknowledges that YR411 owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without YR411's prior written consent.

PREMIUM PRODUCTS - The client agrees that the following provisions shall apply to the purchase of Premium Products, such as cover and spine advertising, tabs, tip-ons, banners, ride-alongs, gatefold cover advertising and filler ads: (i) the client specifically agrees to pay a non-refundable twenty-five percent (25%) deposit on any Premium Product upon execution of the Purchase Order; (ii) the balance of fees for the tip-ons and ride-alongs shall be invoiced to the client at once upon the distribution of the Yellow Pages directory for which they were purchased; and (iii) when a client purchased a Premium Product in the preceding directory edition, he shall benefit from a right of first refusal to purchase the same product in YR411's following directory edition at that edition's normal rate for such product. The client shall have a period of five (5) business days from the receipt of a notice to exercise his right of first refusal failing which he shall be deemed to have refused to purchase that product.

YR411 TRADEMARKS - The client is not authorized to use YR411's name or any of its trademarks without the prior written consent of YR411. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services.

MODIFICATIONS - YR411 may, from time to time, unilaterally modify the Contract if such modifications do not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment he is informed thereof. No amendment to this Contract by the client is effective unless approved in writing by YR411's legal department. The current and effective version of this Contract can be found at http://www.yellowpages.ca/terms.

TRANSFER OR ASSIGNMENT - The client may not transfer or assign the Contract without YR411's prior written consent. The client acknowledges that he remains liable for the obligations hereunder contained notwithstanding any sale, transfer, disconnect, assignment or winding-up of his business or assets including his telephone number or Advertisement, in whole or in part.

CLIENT EQUIPMENT COMPATIBILITY - The client shall, at his own cost and expense, be responsible for the use and compatibility of all equipment and software to access any electronic Advertisement and shall be liable for all costs to troubleshoot difficulties related to same. YR411 shall not be responsible to the client if any changes to any such electronic Advertisement cause equipment or hardware to become obsolete, require modification or attention or otherwise affect performance of same.

APPROVAL BY YR411 - The client accepts and agrees that the Contract is subject to credit approval by YR411. The client authorizes YR411 to make appropriate enquiry with any third party regarding the client's solvency and credit and in this context, record in the client's file and disclose such information in that regard. If such credit rating is not satisfactory to YR411, the Contract shall be null and void as if never entered into.

JURISDICTION - When entered into in the Province of Québec, the Contract is governed by the laws applicable in the Province of Québec and the courts of the district of Montreal shall have sole jurisdiction over any dispute arising hereunder. When entered into in the Province of Ontario, the Contract is governed by the laws applicable in this Province of Ontario and the courts of the district of Toronto shall have sole jurisdiction over any dispute arising hereunder.

PRIVACY PROVISIONS - This section only applies when the client is an individual. The client confirms that the personal information provided to YR411 is correct. The client acknowledges having been informed, upon supplying it, that: (i) the information would be used to manage the client's file (credit, billing, collection) with regard to the application for advertisement; (ii) the information in said file will be accessible, when necessary, to employees or representatives of YR411 in the performance of their duties, and (iii) the client's file will be kept at YR411's client service office. Any request for access or changes to the client's file shall be made in writing to this office. The client shall inform YR411 of any changes of the personal information provided to YR411 without delay. The client authorizes YR411 to include the client's name, address and telephone number(s) on its nominative list of clients for purposes of marketing or charitable canvassing and to give this nominative list to its contracting partners for the same purposes; the client reserves the right to cancel such authorization at any time, upon a written or verbal request to YR411.

LIMITATION - When this Contract is entered into in the Province of Ontario, no action, whether based in contract, tort (including any action based on negligence), or otherwise arising out of this Contract may be brought by the client unless, within one (1) year after such cause of action arose, the client gave notice in writing to YR411 of his intention to bring such action.

SEVERABILITY - Each provision, or part thereof, of this Contract shall be severable from every other provision, or part thereof, of this Contract for the purpose of determining the legal enforceability of any specific provision.

ENTIRE CONTRACT - This Contract, together with any Purchase Order or Additional Purchase Orders, constitute the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the parties in connection with the subject matter of this Contract, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Contract.

-----

Contact Sales: sales@yorkregion411.com

General inquires: info@yorkregion411.com