TERMS AND CONDITIONS

1. PURCHASE OF ADVERTISEMENT — Adult411 or its designated affiliates 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. Adult411 will publish the advertisement of the client on the website following the date of execution of this contract (or of the Additional Purchase Order(s) as provided for under section hereunder). The client agrees to file with Adult411 any claim regarding the Advertisement within forty-five (45) days of placement on the website, failing which he shall be deemed to have accepted the Advertisement, thereby waiving irrevocably any rights to make any claim in relation thereto.

2. ADDITIONAL PURCHASES OF ADVERTISEMENT — the terms and conditions contained herein govern all advertising sold by Adult411. 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 Terms and Conditions as if those terms and conditions were recited at length in the Additional Purchase Order(s).

3. TERM OF CONTRACT — The Contract is for an initial term beginning at the date of execution hereof and ending on the agreed to date. 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.

4. EDITORIAL RIGHTS — Adult411 is under no obligation to publish or put the Advertisement online and reserves the right to refuse any materials in its sole discretion or to disapprove of any materials in accordance with any policies Adult411 may have, or may adopt in the future, concerning acceptance of materials.

5. 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 Adult411, 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 Adult411’s invoice, said bills incorporating that fee.

6. INCREASE OF FEE — the lump sum fee or the monthly fee indicated on the Purchase Order may be increased annually by Adult411 in accordance with its standard practices. The client shall pay Adult411 in accordance with such rates established by Adult411 and of which notice will be given upon request. Adult411 further reserves its right to create, amend or cancel any rebate program or promotional offer regarding its products.

7. EARLY TERMINATION — Adult411 may terminate the Contract and refuse to publish the Advertisement upon the following events of default: (i) upon notice to the client from Adult411 if the client is in default of paying any amount owed to Adult411 pursuant to the Contract or to any other agreement entered into with Adult411; (ii) upon notice to the client from Adult411 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 Adult411 for the balance of the Term 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 Adult411 in connection with the recovery of any amounts due hereunder.

8. IN THE EVENT OF ERROR — Adult411 assumes no liability for errors contained in the website and/or other products. (i) LIMITED LIABILITY OF Adult411 Without limiting the generality of the foregoing, the client agrees that Adult411 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 Adult411. Instead of monetary compensation, the client agrees that Adult411 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 Adult411 would not have concluded the Contract without the client agreeing to limit its liability in the manner set forth herein.

9. NO GUARANTEE OF SUCCESS — the client acknowledges that Adult411 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.

10. 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 Adult411 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 Adult411 shall not bear any liability with regards to the content, graphical norms or physical appearance of the Advertisement.

11. OWNERSHIP OF ADVERTISEMENT — the client hereby grants to Adult411 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 Adult411, when Adult411 created the Advertisement, the client acknowledges that Adult411 owns the intellectual property rights related to the Advertisement and undertakes not to reproduce it without Adult411’s prior written consent.

12. MODIFICATIONS — Adult411 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 Adult411’s legal department. The current and effective version of this Contract can be found at http://www.adult411ca/terms.

13. TRANSFER OR ASSIGNMENT — the client may not transfer or assign the Contract without Adult411’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.

14. 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. Adult411 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.

15. APPROVAL BY Adult411 — the client accepts and agrees that the Contract is subject to credit approval by Adult411. The client authorizes Adult411 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 Adult411, the Contract shall be null and void as if never entered into.

16. 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.

17. PRIVACY PROVISIONS — this section only applies when the client is an individual. The client confirms that the personal information provided to Adult411 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 Adult411 in the performance of their duties, and (iii) the client's file will be kept at Adult411'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 Adult411 of any changes of the personal information provided to Adult411 without delay. The client authorizes Adult411 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 Adult411.

18. 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 Adult411 of his intention to bring such action.

19. 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.

20. 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.

21. LANGUAGE — the parties acknowledge having requested that the Contract be drafted in the English language. Les parties reconnaissent avoir exigé que cette convention soit rédigée en langue anglaise.