TERMS OF USE

The following general contract terms and conditions together with any Order Form signed by you (collectively the “Agreement”) govern the legal relationship between you (the “Customer”) and Alphaweb Solutions. (the “Company”) and the Customer’s use of Yellownet.ca (the “Website”) as defined below.

By purchasing products and/or receiving services from the Company (and, where applicable, by signing any Order Form) the Customer agrees and acknowledges as follows:

1. Term and Renewal: The initial term of this Agreement is as indicated in the order form or 12 months from the contract date indicated in the Order Form and the Customer understand it has no right to cancel or terminate this Agreement under any circumstances during the Initial Term and shall be responsible to pay the Company for 12 months of advertising services hereunder. Following the expiry of the Initial Term, the obligations of the Customers set forth in any attached Order Form (if any) or other order documentation shall be automatically renewed for next 12 months unless Customer provides the Company with at least 30 calendar days’ prior notice in respect of such non-renewal. The Company may at any time terminate this Agreement and refuse to publish, display or advertise any Customer Content (as defined below) where (a) the Customer has defaulted in its payment or other obligations set forth hereunder or (b) the Customer has become insolvent, dissolved, bankrupt or has made or becomes subject to any proceedings under any applicable bankruptcy or insolvency legislation. In the event of any such early termination by the Company, the balance of any fees due to the Company shall become immediately due and the customer shall forfeit the benefit of any prepaid amounts hereunder.

2. Customer Content: For the purposes of this Agreement, all documents, materials, content, creative, graphics, logos, designs, slogans, drawings, artwork, words, video or other matter of any kind or nature (either electronic or hard copy) created in whole or in part by or on behalf of either the Customer or the Company (or both of them) for purposes of being advertised and displayed hereunder on the Website are collectively referred to as “Customer Content”. Any Customer Content authored and/or developed by the Customer and delivered to the Company for advertising and/or display hereunder (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 Company (collectively, “Company Authored Content”) shall remain the sole property of the Company. The Customer is solely responsible to review and approve all Customer Content (including both Customer Authored Content and Company Authored Content) and satisfy itself that such Customer Content does not violate or infringe any 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”). Customer agrees to defend, indemnify and hold harmless the Company and its officers, employees, contractors, agents and affiliated companies (collectively, the “Company Group”) from any claims, demands, actions, proceedings losses, liabilities, costs, expenses and damage (collectively, “Losses”) arising from or relating to, directly or indirectly any actual or threatened IPR Infringement.

3.Provision of Service and Fees: The Company agrees to sell the Customer, and the Customer agrees to purchase from the Company, the electronic advertising services as detailed in the attached Order Form (if any) or other order documentation for the fees described therein. The Customer shall be required to inspect, verify the final draft of all Customer Content (or any subsequent changes thereto) prior to any advertising or display of same by the Company on the Website (“Approved Customer Content”) regardless of whether or not the Customer has already made any payments to the Company hereunder and the Customer hereby irrevocably releases the Company Group (and all of them) 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 Company on the Website of any Approved Customer Content. The Company agrees to advertise and display the Approved Customer Content on the Website following receipt of all payments then due by the Company from the Customer in the manner specified in the attached Order Form (if any) or other order documentation. All overdue accounts will be subject to a monthly interest charge of 2% (or 24% per annum). All NSF cheques are subject to a $25.00 NSF fee without exception. The Company reserves the right to charge the Customer for additional fees or payments in respect of any changes agreed to be made by the Company to any Approved Customer Content. The Company reserves the right to increase its fees from time to time without notice to the Customer. The Customer authorizes the Company to make appropriate credit checks and enquiries with third party credit agencies and bureaus and the Company reserves the right not to accept this Agreement if the results of such checks or inquiries are not satisfactory.

4.Ownership and Use of Website: yellownet.ca is owned and operated by the Company. All content on the website located at and/or known as www.yellownet.ca or http://yellownet.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 Company and/or to the third parties that may own such Marks. The Company 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 Company 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 organization and such advertising, displays, listings or directories do not in any way imply any approval, support or endorsement by the Company of any such products, services, individuals, companies and/or organizations. The Company may make changes, updates and/or deletions to or form 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 Company does not represent or warrant that the information contained on the Website (or any third party links therein) will be accessible and/or provided continuously without any interruption and the Customer acknowledges that such information on the Website 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 Company. Links to any third party websites are provided for the Customer’s convenience only. The Company Group is not responsible for and makes no representation or warranty hereunder concerning the condition and content of, or products or services offered at the third party sites. The existence on the Website of any third party links does not indicate, expressly or impliedly, that any member of the Company 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.

5.Limited Warranty: EXCEPT FOR ANY EXPRESS WARANTIES SET FORTH HEREIN, THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, ANY WEBSITE LINKS, ANY CUSTOEMER CONTENT AND/OR ANY SERVICES PROVIDED BY THE COMPANY TO THE CUSTOMER HEREUNDER, 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 HEREUNDER, THEIR USE OR ANY INABILITY TO USE THEM, THE RESULTS OF THEIR USE (INCLUDING, WITHOUT LIMITATION, POSITIONING, COST PER CLICK, CLICK THROUGH RATES, DELIVERY OF IMPRESSIONS AND/OR CONVERSTIONS OF ADVERTISING), CUSTOMER CONTENT OR SERVICES PROVIDED BY THE COMPANY HEREUNDER DO NOT MEET THE REQUIREMENTS OF CUSTOMER OR IF THE WEBSITE WILL NOT OPERATE FREE OF ERRORS, UNINTERRUPTED OR IF THE WEBSITE WILL NOT FUNCTION IN CUSTOMER’S TECHNOLOGY ENVIRONTMENT.

6.Liability Exclusions and Limitations: UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (WHETEHR IN CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FUNDATMENTAL BREACH OF THIS AGREEMENT). THE COMPANY’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 AND REGARDLESS OF THE FORM OF ACITON, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY THE CUSTOMER TO THE COMPANY HEREUNDER. CUSTOMER’S SOLE REMEDIES ARE AS SET FORTH HEREIN. CUSTOMER ACKNOWLEDGES IT IS NOT A CONSUMER FOR PURPOSES OF ONTARIO CONSUMER PROTECTION LEGISLATION AND AGREES WITH THE COMPANY THAT THE CUSTOMER SHALL BE PROHIBITED FROM COMMENCING AND PROCEEDING AGAINST THE COMPANY HEREUNDER FOLLOWING THE FIRST (1ST) ANNIVERSARY DATE OF THE DAY ON WHICH THE CLAIM WAS ACTUALLY DISCOVERED BY THE CUSTOMER. THE PARTIES AGREE THAT THE LIMITATION IN THIS SECITON ARE REASONABLE AND REFLECT THE RISK WILLING TO BE ASSUMED BY THE COMPANY IN THE LIGHT OF THE FEES TO BE PAID BY THE CUSTOMER TO THE COMPANY.

7.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 form 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, labor conditions and/or power failures.

8.Privacy Provisions: Where the Customer is an individual, the Customer confirms that any personal information provided to the Company is accurate and correct. The Customer acknowledges that the Company will use such personal information to manage the Customer’s credit, billing and collection data such information will be accessible to the Company’s employees or representative whose duties require access to such information. The Customer agrees to inform the Company of any changes to such personal information without delay. The customer expressly authorizes the Company to include the Customer’s name, address and phone number on its internal client list for marketing purposes.

9.Miscellaneous: All dollar amounts referred to in this agreement are in lawful money of Canada. 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. The Company may assign this Agreement to any affiliated Company or any successor or purchaser of the business or assets of the Company. 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 such original or facsimile counterpart.