Terms & Conditions
User Terms and Conditions
Advertiser Terms and Conditions
User Terms and Conditions
(Last Updated: April 2012)
Introduction:
Welcome to the 411.ca website (the “411.ca Site”). By using the 411.ca Site, including any programs or services on the 411.ca Site, you agree, without limitation or qualification to be bound by these terms and conditions (the “Terms and Conditions”) and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with use of a 411.ca Site. If you do not agree with these Terms and Conditions, you may not use the 411.ca Site.
General Provisions:
These Terms and Conditions you have entered into are personal to you, and you may not assign your rights or obligations to anyone. These Terms and Conditions constitute the entire agreement between you and 411 Local Search Corp (“411.ca”) pertaining to your use of the 411.ca Site and Content, and supersede any prior agreements between you and 411.ca relating to the subject matter hereof. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions of parts thereof contained herein.
Registration:
Various services, including the ability to upload and manage information related to your personal or business listings may be available on the 411.ca Site (the “Services”), and access to such Services including any related material, software, information, data and other content (“Content”) may require you to register with the 411.ca Site. Where you wish to access Services that require you to register, you agree to provide accurate and current information about yourself as required by the relevant registration process, and to promptly update such information in order that it is kept accurate and complete. You further agree that you are responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of registration;and (b) all activities that occur using such password or account. Further, you agree to immediately notify 411.ca of any unauthorized use of your password or account. 411.ca will not be responsible or liable, directly or indirectly, in any way for loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
User Conduct:
  • As a user of the 411.ca Site, and in consideration for the availability and your use of the 411.ca Site, you agree to comply with all applicable laws and these Terms and Conditions when using the 411.ca Site. You agree specifically not to:
    • misrepresent your identity;
    • post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability;
    • defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
    • upload viruses or other malicious code;
    • bully, harass or otherwise intimidate any user;
    • post material that is hateful, racist, threatening or pornographic;
    • use the 411.ca Site to do anything that is unlawful, misleading, malicious or discriminatory; and
    • post, transmit, link to, or otherwise distribute any information, material (including for greater certainty, software) which becomes a virus, cancelbot, trojan horse, work or other harmful or disruptive component.
  • 411.ca prohibits users from using the 411.ca Site as specified in User Conduct Section (a), and 411.ca reserves the right to remove Content from the 411.ca Site that it determines in its sole discretion contravenes User Conduct Section (a) or may otherwise be unsuitable
Reviews:
Users of the 411.ca Site will have the option, and in fact are encouraged to submit reviews of businesses listed on the 411.ca Site. All reviews that are submitted by a user must conform to the requirements of these Terms and Conditions. We encourage you to review the following Review Guidelines for some tips and pointers for writing effective reviews. Where 411.ca believes as determined in its sole discretion that a user has violated these Terms and Conditions, 411.ca may remove or suspend such user’s access to the 411.ca Site. In addition, 411.ca reserves the right to remove any Content that is posted on the 411.ca Site including Content that is posted as part of a review.
Complaint Review Process:
If you discover a review regarding your business that contains false, misleading or inappropriate content, and you wish for 411.ca to conduct a review, we ask that you first select the flag for review feature that is found within the review. Upon selecting this feature, the review will be flagged for follow up by one of the 411.ca team members. If the review continues to remain on the 411.ca Site and you wish for a further review to be undertaken of such review, please contact us at cm@411.ca and provide 411.ca with the following details: (i) your name, address, and contact information; (ii) the specific review that you believe contains false, misleading or otherwise inappropriate content; and (iii) details regarding why such content is in fact false, misleading or otherwise inappropriate. Upon receiving such a request, 411.ca will use reasonable efforts to investigate the content that you believe to be false, misleading or otherwise inappropriate and will endeavor to respond to you within one week’s time. As part of the investigation 411.ca may (but will not be required to) contact the original poster and 411.ca will use reasonable commercial efforts to contact you regarding any information that has been discovered and any steps that may be taken by 411.ca, as determined by 411.ca, in 411.ca’s sole discretion.
Ownership of Website Content:
411.ca either owns or is a licensee of the Content contained on the 411.ca Site, including all images, photographs, audio, video, and text. Except as expressly provided for in these Terms and Conditions, or based on functionality provided for on the 411.ca site you are not permitted to copy, reproduce, alter, share or modify the Content found on the 411.ca Site.
Managing Your Profile:
As part of the provision of Services, 411.ca will provide you with the ability to manage your personal or business profile (“Individual Profile”). After the completion of an authentication process, you will be granted the limited right to manage certain features of your Individual Profile. You hereby acknowledge that by managing and customizing your Individual Profile you are permitting Content you provide to be shared with other users of the 411.ca Site and 411.ca is not responsible for the use of such information by others. In addition, you will ensure that all information or Content provided by you related to your Individual Profile is provided in accordance with these Terms and Conditions.
  • Ownership or License. The 411.ca Site provides mechanisms by which materials may be uploaded to a user’s Individual Profile. For any material that you upload to the 411.ca Site, you automatically grant (or warrant that the owner of such material expressly grants) 411.ca and its affiliates and licensors a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, and publicly display such submitted materials.
  • Restrictions on Uploading and Management of Content. By uploading any Content to your Individual Profile you agree that you are entirely responsible for the content of, and any harm that may result from the Content. You hereby agree that you will not upload any Restricted Content, as specified herein. 411.ca reserves the right to remove content from your Individual Profile, when 411.ca has determined in its sole discretion that such content is Restricted Content.
Restricted Content includes:
  • subject material;
  • content that harasses or advocates harassment;
  • content that poses a security or privacy risk;
  • content that constitutes information that is false, misleading, libelous or defamatory;
  • content that infringes upon a third party’s intellectual property rights;
  • content that violates the privacy rights, publicity rights or contractual rights of a third person; and
  • content that promotes illegal or criminal activity.
Links to Third Party Sites:
As part of the provision of Services, 411.ca provides registered users with the ability to manage their Individual Profiles and link to third party social networking sites. 411.ca is not responsible for the operation or use of any information contained in your Individual Profiles by such third party sites.
Disclaimer and Limitation of Liability:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 411.CA SITES, INCLUDING ANY SERVICES OR PROGRAMS FOUND THEREON ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS AND THAT EACH OF 411.CA, ITS AGENTS, REPRESENTATIVES AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY THE “411.CA GROUP”) DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE “WARRANTIES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED , AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND (B) TO THE MAXIMUM EVENT PERMITTED BY APPLICABLE LAW, THE 411.CA GROUP SPECIFICALLY MAKES NO WARRANTIES THAT A 411.CA SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A 411.CA SITE WILL BE PROVIDED ON A UNINTERRUPTED TIMELY, SECURE, OR ERROR FREE BASIS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL 411.CA BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY DAMAGES OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES), EVEN IF 411.CA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE 411.CA SITES, THEIR CONTENTS, OR ANY WEBSITE OR CONTENTS WITH WHICH IT IS LINKED. IN NO EVENT SHALL THE PROGRAM WEBSITE’S LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, THE AMOUNT PAID BY YOU TO USE THE SERVICES.
Indemnification:
You agree to defend, indemnify and hold harmless each member of the 411.ca Group from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; or (b) your access to or use of: (i) Services; (ii) the 411.ca Site; or (iii) Content. 411.ca reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Modifications:
411.ca reserves the right, in its sole discretion to add to, remove from, modify or otherwise change any part of these Terms and Condition, in whole or in part at any time. Except as expressly contemplated herein, changes will be effective when notice of such change is posted on the 411.ca Site. Please check these Terms and Conditions regularly for updates by checking the “Last Updated” date at the top of this document. If any change is not acceptable to you, you must discontinue your use of the 411.ca Site immediately. Your continued use of the 411.ca Site after any such changes are posted, will constitute acceptance of those changes.
Privacy:
For information on how user information is collected, used and disclosed by 411.ca in connection with your use of the 411.ca Site, please consult our Privacy Policy.
411.ca Termination:
411.ca reserves the right to suspend or terminate your access to the 411.ca Site, at any time for convenience, or for any other reason, including without limitation if 411.ca has determined in its sole discretion that the use of the 411.ca Site was in breach of these Terms and Conditions.
Governing Law:
These Terms and Conditions will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.


Advertiser Terms and Conditions
(Last Updated: November 2013)
The following general terms and conditions govern the legal relationship between you (the “Customer”) and 411 Local Search Corp. (“Corporation”), for the Corporation’s provision of advertising and customized website services to the Customer.
By purchasing products and/or receiving services from the Corporation as confirmed verbally between the Customer and the Corporation’s sales representative (the “Sales Order”), the Customer agrees and acknowledges as follows:
Terms and Renewal:
The Agreement will continue for the period of time that has been agreed to between the Parties pursuant to the Sales Order (the “Initial Term”) and begins on the date the order of services by the Customer is accepted by the Corporation, and the Customer acknowledges and agrees that it has no right to cancel or terminate this Agreement for convenience during the Initial Term and shall be responsible to pay the Corporation the agreed upon fees for the Initial Term. Following the expiry of the Initial Term, the Agreement shall be automatically renewed on a month to month basis unless the Customer provides the Corporation with at least 30 calendar days' prior written notice of non-renewal. The Corporation may at any time terminate this Agreement and refuse to publish, display or advertise any Customer Content (as defined below) or deactivate the Customized Website (as defined below) where: (a) the Customer has defaulted in its payment or other obligations set forth in this Agreement; (b) the Customer has become insolvent, dissolved, bankrupt or has made or becomes subject to any proceedings under any applicable bankruptcy or insolvency legislation; or (c) has violated the Terms of Use as determined by the Corporation in its sole discretion. In the event of any such early termination by the Corporation, the balance of any fees due to the Corporation shall become immediately due and the Customer shall forfeit the benefit of any prepaid amounts under this Agreement.
Customized Websites:
The Corporation offers to Customers automatically generated websites that may be used for the promotion of the Customer’s business (“Customized Websites”). Customers will have the ability to upload and manage information and Customer Content to the Customized Sites. The Customized Websites will be hosted by the Corporation and may be hosted upon a unique domain name as specified by the Customer (“Unique Domain Name”) or may have an extension on the 411.ca Site depending on the services the Customer has purchased from the Corporation. All right, title and interest in the Unique Domain Name will be owned by the Corporation. The Customer has the option to purchase the Unique Domain Name from the Corporation for $250. The Customer agrees that the use of the Customized Website will be governed by the terms of this Agreement and the Terms of Use. The Customer further agrees that the Customer is responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which are used to manage the Customized Website; and (b) all activities that occur using such password or account. Further, the Customers agrees to immediately notify the Corporation of any unauthorized use of any passwords or account.
Customer Content:
For purposes of this Agreement, all documents, materials, content, creative, graphics, logos, designs, marks, slogans, drawings, artwork, words, video or other matter of any kind or nature (either electronic or hard copy) and any intellectual property rights therein created in whole or in part by or on behalf of either the Customer or the Corporation (or both of them) for purposes of being advertised and displayed under this Agreement on the Website or displayed on the Customized Websites are collectively referred to as “Customer Content”. Any Customer Content authored and/or developed by the Customer and delivered to the Corporation for advertising and/or display under this Agreement (collectively, “Customer Authored Content”) shall remain the sole property of the Customer. Any Customer Content authored and/or developed by (or on behalf of) the Corporation on behalf of or for the benefit of Customer (collectively, “Corporation Authored Content”) shall remain the sole property of the Corporation until the Corporation has been paid in full all amounts owing to it by the Customer under this Agreement following which the Corporation assigns and transfers to the Customer in perpetuity all of its right, title and interest in and to all copyright and other intellectual property rights in such Corporation Authored Content and irrevocably waives all moral rights of authorship therein. Additionally, the Customer must pay $500 or 12 months of advertising, whichever is greater, to transfer ownership rights for each of logo or domain. If the Customer fails to satisfy in full its payment obligations under this Agreement, the Customer shall have no rights to use, possess, reproduce, display and/or exercise any control over any Corporation Authored Content without the express prior written consent of the Corporation. The Customer is solely responsible to review and approve all Customer Content (including both Customer Authored Content and Corporation Authored Content) and to satisfy itself that such Customer Content does not violate or infringe any reputational right or interest, copyright, trademark, trade name, patent and other intellectual and/or industrial property rights (collectively, “IPR”) of any individual, person, company or other legal entity in any jurisdiction (“IPR Infringement”). The Corporation makes Customer agrees to defend, indemnify and hold harmless the Corporation and its shareholders, debenture holders, directors, officers, employees, contractors, agents and affiliated companies (collectively, the “Corporation Group”) from any claims, demands, actions, proceedings losses, liabilities, costs, expenses and damages (collectively, “Losses”) arising from or relating to, directly or indirectly, any actual or threatened IPR Infringement. In connection with any Customer Content, the Customer represents that it is authorized to permit the Corporation to publish, display, host, store, and advertise such Customer Content and is entirely responsible to ensure that any third party approvals are sought and obtained and to ensure that all advertising, marketing and other laws applicable to the Customer and such Customer Content are fully complied with (including, without limitation, the licensing requirements of any profession, governmental agency or industry trade association governing the Customer and its business). Where any third party makes a claim of IPR Infringement to the Corporation with respect to any Customer Content, the Corporation may take any steps it deems necessary or advisable to address such claim, including without limitation removing such Customer Content from the Website and/or the Customized Websites. The Corporation reserves the right to reject any Customer Content which it may reasonably find to be offensive or illegal in any manner whatsoever or that in any way does not comply with the Terms of Use as determined by the Corporation in its sole discretion. The Customer grants the Corporation a perpetual, worldwide and royalty-free license to use and reproduce any Customer Content for the purposes of the Corporation’s services. For greater certainty, the parties agree that this perpetual license grant from Customer to the Corporation will survive the termination or expiration of this Agreement.
Unique Domain Name:
Where the Customer wishes to purchase the Unique Domain Name from the Corporation, upon payment in full of the purchase fee to the Corporation, the Corporation will transfer to the Customer all of the Corporation’s right, title and interest in the Unique Domain Name. The Customer has the option to purchase the Unique Domain Name from the Corporation for $250. For purposes of clarity, the Corporation will not transfer any technology or intellectual property rights used by the Corporation to create the Customized Website, and upon termination or expiration the Customized Website will be taken offline by the Corporation.
Provision of Services and Fees:
Pursuant to the Sales Order between the Corporation and the Customer, the Corporation agrees to sell to the Customer, and the Customer agrees to purchase from the Corporation: (i) the electronic advertising services as detailed in the Agreement or other order documentation for the fees agreed to at the time of the Sales Order; and/or (ii) the Customized Website creation, hosting and management services for the fees agreed to at the time of the Sales Order. The Customer hereby irrevocably releases the Corporation Group from any claims for the recovery of any Losses suffered by the Customer of any nature or kind relating to any advertising or display by the Corporation on the Website of any Approved Customer Content, and from the display of Customer Content on the Customized Website. All overdue accounts will be subject to a monthly interest charge of 1.5% (or 18% per annum). All NSF cheques are subject to a $30.00 NSF fee without exception. The Corporation reserves the right to charge the Customer for additional fees or payments in respect of any changes, made at the request or with the approval of the Customer, by the Corporation to any Approved Customer Content. The Customer authorizes the Corporation to make appropriate credit checks and enquiries with third party credit agencies and bureaus and the Corporation reserves the right not to accept this Agreement if the results of such checks or inquiries are not satisfactory.
Ownership and Use of Website:
The 411.ca site is owned and operated by the Corporation. All content on the website located at and/or known as http://411.ca or http://411.ca (the “Website”) is protected by copyright laws. The content, trademarks, logos and service marks (collectively, “Marks”) displayed on the Website are the property of the Corporation and/or other third parties that may own such Marks. The Corporation does not guarantee the accuracy or completeness of any information contained on the Website and Customer agrees to use such information at its own risk and the Corporation is not liable for any Losses of any kind or nature whatsoever resulting from any use of and/or reliance on the information contained on the Website including, but not limited to, any advertising, displays, listings or any directories of products, services, individuals, companies and/or organizations and such advertising, displays, listings or directories do not in any way imply any approval, support or endorsement by the Corporation of any such products, services, individuals, companies and/or organizations. The Corporation may make changes, updates and/or deletions to or from any information contained on the Website, and may reconfigure the Website or change the manner in which information is displayed, in each case without prior notice to the Customer. The Corporation does not represent or warrant that the information contained on the Website (or any third party links therein) or the Customized Websites will be accessible and/or provided continuously without any interruption and the Customer acknowledges that such information on the Website or the Customized Websites may be unavailable from time to time due to any number of reasons including, without limitation, scheduled downtime, Website repair/maintenance or events (such as power failures or Internet interruptions) beyond the reasonable control of the Corporation. The Corporation does not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any deals, coupons or other promotions or materials contained on, distributed through, or linked, downloaded or accessed from any of the services or products referred to or contained in the Website nor the quality of any products or services, information or other materials displayed, purchased or obtained by the Customer as a result of an advertisement or any other information or offer in or in connection with the services provided by the Corporation. Links to any third party websites are provided for the Customer's convenience only. The Corporation Group is not responsible for and makes no representation or warranty under this Agreement concerning the condition and content of, or products or services offered at any third party sites. The existence on the Website of any third party links does not indicate, expressly or impliedly, that any member of the Corporation Group endorses any such third party sites or any of the products or services offered therein. Customer agrees to access such third party sites and use any products or services in relation to such third party sites at its own risk. Customer agrees to be bound by and comply with all additional terms and conditions included in or displayed on the Website, including without limitation the Terms of Use.
Reviews on the Website:
As part of the offerings on the Website, users are permitted, and in fact encouraged, to submit reviews for the various businesses that are listed on the Website (however, users are not permitted to submit reviews of their own business). All users prior to submitting a review have agreed to be bound by the Terms of Use. The Terms of Use specifically prohibit a user from submitting a review of a business that contains any false, misleading, defamatory or otherwise inappropriate content. The Corporation uses commercially reasonable efforts to ensure that any inappropriate material is not included as part of a posted review. In addition, the Corporation offers businesses a mechanism by which they can request the Corporation to look into a review that has been submitted about their business (as further described in the Complaint Review Process below). Despite the efforts of the Corporation and the contractual obligations imposed upon users who submit reviews, the Corporation is not able to prevent users from posting reviews that contain any false, misleading, defamatory or otherwise inappropriate content. You therefore hereby agree that the Corporation is not responsible, or liable in any way for any content submitted by a user as part of a review. You further agree that you understand that negative, and in fact, false, misleading, defamatory or otherwise inappropriate reviews may be submitted regarding your business despite the Corporation’s efforts.
Complaint Review Process:
If you discover a review regarding your business that contains false, misleading or inappropriate content, and you wish for the Corporation to conduct a review, we ask that you contact the Corporation at cm@411.ca and provide the Corporation with the following details: (i) your name, address, and contact information; (ii) the specific review that you believe contains false, misleading or otherwise inappropriate content; and (iii) details regarding why such content is in fact false, misleading or otherwise inappropriate. Upon receiving such a request, the Corporation will use reasonable efforts to investigate the content that you believe to be false, misleading or otherwise inappropriate and will endeavor to respond to you within one week’s time. As part of the investigation the Corporation may (but will not be required to) contact the original poster and the Corporation will contact you regarding any information that has been discovered and any steps that may be taken by the Corporation, as determined by the Corporation, in the Corporation’s sole discretion.
Ownership and Use of the Advertiser Centre:
The Corporation will provide the Customer with access to an online analytical tool found on the Website (the “Advertiser Centre”). The Corporation hereby grants to the Customer a limited, non-exclusive license to use the Advertiser Centre for Customer’s internal business purposes which include but are not limited to tracking and monitoring of reviews, requesting reviews, tracking and monitoring of ad views, and updating Customer Content. The Advertiser Centre is provided on “as-is” and “as-available” basis and to the maximum extent permitted by law the Corporation hereby disclaims in relation to the Advertiser Centre all representations, warranties, terms, conditions of any kind whether express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, accuracy, suitability as well as any warranties arising by statute or otherwise in law. The advertiser search results view is not representative of what all users see. Also, to the maximum extent permitted by law, the Corporation provides no warranty that the Advertiser Centre will be provided on an uninterrupted, timely, secure or error free basis.
Limited Warranty:
Except for any express warranties set forth herein, the Corporation disclaims all warranties and conditions with respect to the Website, any Website links, any Customer Content, Customized Websites and/or any services provided by the Corporation to the Customer under this agreement, including, but not limited to, any implied warranties or conditions of merchantability, merchantable quality, durability or fitness for a particular purpose or those arising by statute, operation of law, usage of trade, course of dealing or otherwise related to the Website, any Website links, Customer Content, Customized Websites or services provided by the Corporation under this agreement, , their use or any inability to use them, the results of their use (including, without limitation, positioning, costs per click, click through rates, delivery of impressions and/or conversions of advertising). The Corporation does not warrant that the Website, any Website links, Customer Content, Customized Websites or services provided by the Corporation will meet the requirements of Customer, be error-free, uninterrupted, non-infringing, or will function in the Customer’s technology environment and Customer acknowledges that the Corporation is not liable, among other things, for the occurrence of any of the above.
Liability exclusions and limitations:
Under no circumstances whatsoever shall the Corporation be liable to the Customer for any consequential, special, indirect, incidental, exemplary or punitive damages (whether in contract, tort or any other legal theory, even if advised of the possibility of such damages and notwithstanding any fundamental breach of this agreement), or any damages for loss of profit, loss of reputation or loss of goodwill. The Corporation is not liable for damages or losses resulting from user submissions or communications between advertisers and users, whether inside or outside of the forum of the Website. The Corporation's liability to the Customer for any losses of any kind or any cause, including but not limited to liability for any fundamental breach of this Agreement or arising from or related to Customer’s use of the Website, Website links, Customer Content, Customized Websites or services provided by the Corporation and regardless of the form of action, shall be limited to direct damages in an amount not exceed the total of all amounts paid by the Customer to the Corporation under this Agreement. Customer's sole remedies for breaches of this Agreement are as set forth herein. Customer acknowledges it is not a consumer for purposes of Ontario consumer protection legislation and agrees with the Corporation that the Customer shall be prohibited from commencing any proceeding against the Corporation under this agreement following the first (1st) anniversary date of the day on which the claim was actually discovered by the Customer. The parties agree that the limitations in this section are reasonable and reflect the risk willing to be assumed by the Corporation in light of the fees to be paid by the Customer to the Corporation.
Indemnification:
In addition to any other indemnities herein contained, the Customer agrees to defend, indemnify and hold harmless the Corporation Group, and each of them, from all Losses in connection with, directly or indirectly, (a) any breach of this Agreement by the Customer, (b) any use by the Customer of the Website, Customized Websites or any third party links therein, (c) any claim by any third party relating to any Customer Content, (d) any claims by any third party for misleading advertising or any Customer product or service warranties or performance, or (e) any wrongful acts, misconduct or negligence of the Customer.
Amendments:
The Corporation may, from time to time, unilaterally modify (either by written notice to the Customer or by posting such amended Agreement on the Website) this Agreement if such amendments, modifications or changes do not substantially impair the rights and obligations of the Customer. The Customer's continued use of advertising services provided by the Corporation, following such written notice or posting, shall constitute Customer's deemed and irrevocable acceptance of such amendments, modifications or changes.
Force Majeure:
Except for the Customer's payment obligations hereunder, neither party is liable for failure or delay in performance of its respective obligations resulting from any event of force majeure or other condition beyond the reasonable control of such party, including but not limited to, any acts of God, government, terrorism, natural disaster, labour conditions and/or power failures.
Privacy Provisions:
The Customer confirms that any personal information provided to the Corporation is accurate and correct. The Customer acknowledges that the Corporation will use such personal information to manage the Customer's credit, billing and collection data and such information will be accessible to the Corporation's employees or representatives whose duties require access to such information. The Customer agrees to inform the Corporation of any changes to such personal information without delay. The Customer expressly authorizes the Corporation Group to include the Customer's name, address and phone number on its internal client list for marketing purposes.
Miscellaneous:
Any schedules and other documents attached to this Agreement form an integral part of this Agreement and are incorporated herein by reference. All dollar amounts referred to in this Agreement are in lawful money of Canada. Each of the parties hereto shall, from time to time at the others' reasonable request and expense and without further consideration, execute and deliver such other instruments or documents and take such further actions as the others may require to more effectively complete any matters provided for herein. This Agreement, including any schedules hereto, constitutes the entire agreement between the parties in relation to the subject matter hereof and contains all of the representations, warranties and covenants of the respective parties and supersedes and replaces all prior written memoranda of understanding or similar non-binding documentation. There are no oral representations or warranties among the parties of any kind whatsoever. This Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. All of the parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Ontario. This Agreement shall enure to the benefit of and is binding upon the parties hereto and their respective heirs, executors, legal/personal representatives, successors and permitted assigns. This Agreement shall not be assigned by the Customer under any circumstances without the prior written consent of the Corporation. The Corporation may assign this Agreement to any affiliated corporation or any successor or purchaser of the business or assets of the Corporation. Where applicable, this Agreement may be executed in several counterparts and by original or facsimile signature, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original or facsimile counterpart. No agreement or other understanding in any way modifying this Agreement shall be binding upon the Corporation unless made in writing and accepted over the signature of an authorized executive of the Corporation. The Customer is not authorized to use the Corporation's name or any of its logo, trade-marks or trade names without the Corporation's prior written consent.