Terms of Use ( Revision Date: 05/15/2001 ) THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE ADVERTISING ORDER (THE 'ORDER') AND ANY STANDARD ADVERTISING AGREEMENT BETWEEN THE AGENCY AND YOU ('ADVERTISER') ('ADVERTISING AGREEMENT'). The following Terms and Conditions govern the Advertiser's use of the Agency's services for directory advertising through the Agency's on-line directory advertising website (the 'Website'). By facilitating the placement and verification of Orders through the Website, the Advertiser agrees to be bound by these Terms and Conditions. 1. Advertising Orders. By verifying and accepting an Order through the Website, Advertiser requests and authorizes the Agency to insert Advertiser's advertising in various telephone directories, as specified on National Yellow Pages Service orders ("NYPS orders") and/or Program Summary ("NYPS Program Summary"). When such advertising is placed by the Agency and accepted by the Publishing Company, it will become a part of the Advertising Agreement. The Agency will continue such advertising in all subsequent issues of such directories in accordance with the provisions, until such advertising is canceled. Advertiser agrees that the Agency will be the exclusive provider of the National Yellow Pages Services. 2. Advertising Placement. The advertising placed is to appear at the Yellow Pages heading(s) in use which are generally descriptive of the commodity or service advertised; or in the White Pages section(s) as authorized in the NYPS orders. The Agency will hold all information regarding the Advertiser and its related companies on a strictly confidential basis and only material related to advertising data will be used for advertising purposes. 3. Order Verification and Placement Procedure. The Agency shall post the Advertiser's Orders on the Website and promptly notify the Advertiser electronically of the Orders posted. Advertiser shall verify its Orders posted on the Website and indicate its acceptance of the Orders by clicking on the button provided for the acceptance of the Order. No Order or other electronic data may be considered received or create any obligation on the part of the Agency until it is verified and accepted by the Advertiser and as such constitutes a valid contract. The Agency will transmit by return of a functional acknowledgement of any Orders duly verified and accepted. A functional acknowledgment shall constitute conclusive evidence that an Order has been properly received and duly authorized by the Advertiser. 4. System Operations and Communications. Each party shall be responsible for providing, installing, testing and maintaining its own computer hardware, software, and services, including communication services, that will be necessary in order to transmit and receive Orders and other electronic data pursuant to the Advertising Agreement. Neither party shall be liable for costs the other incurs to exchange Orders or other electronic data, or acts or omissions of any communications service provider. 5. Security Procedures. Each party shall establish adequate security products and procedures to control the transmission of Orders and other electronic data and ensure that all such transmissions are duly authorized. Each party shall establish adequate security products and procedures to protect the Orders and other electronic data from improper access and loss. 6. Passwords. Access to the Advertiser's information posted on the Website will be password protected. Advertiser will be assigned a default password which must be changed to their personal and confidential password upon logging into the system for the first time. Advertiser agrees to keep its password and the Agency's network procedures confidential in order to prevent unauthorized access to the Advertiser's posted information, to only disclose the password to employees on a need to know basis and to notify such employees of the requirement of confidentiality under the Advertising Agreement. Entry of the password will constitute Advertiser's electronic signature with verification and acceptance of an Order. Advertiser agrees to notify the Agency promptly of any unauthorized use of its password. Advertiser will be liable for any Orders placed with or other electronic data provided to the Agency until the Agency is notified of the unauthorized use of the password. 7. Access to the Website. The Advertiser's access to the Website is limited to its Orders. If the Advertiser exceeds the scope of its authorized access, the Advertiser will promptly notify the Agency. Advertiser agrees that the Agency may, in its sole discretion, terminate or suspend its access to all or part of the Website for unauthorized access, malicious conduct or breach of the Advertising Agreement. 8. Interruption of Service. In the event that the verification of Orders through the Website is no longer possible due to some technical failure, the parties will: (a) use paper documents or some other alternate means to complete transactions until it is mutually agreed that verification of Orders through the Website can be resumed; and (b) use reasonable efforts to restore verification of Orders through the Website as soon as reasonably possible. 9. Advertising Rates. The charges for the advertising include the rates as specified in the NYPS orders. The rates are subject to change by the Publishing Companies and provided to the Yellow Page Publishers Association (YPPA). In the event advertising is placed with Publishing Companies who are not members of YPPA, it is agreed that the Advertiser is responsible for those rates as established in accordance with the respective Publishing Company's policies and procedures. These rates are shown on the Publishing Company's invoices at the time of billing. This includes, but is not limited to, all U.S. and Canadian Publishing Companies who are not members of YPPA. 10. Intellectual Property Warranty and Indemnity. Advertiser warrants that Advertiser is the owner, the duly authorized representative or the licensee of any brand name, trade mark, trade name, or copyrighted material contained in the Orders. The Advertiser agrees to indemnify and hold the Agency harmless from all costs and expenses, including reasonable legal fees, incurred in respect of any infringement or alleged infringement. 11. Protection of Intellectual Property. Advertiser shall be responsible for the protection and enforcement of Advertiser's rights in any copyright(s), trade or service mark(s), or any copyright or mark it is licensed to use, in any writing, pictorial illustration, design, logo, map, photograph or any combination which is included in any advertisement. 12. Terms of Payment. (a) All invoices for published advertising shall be directed by the Agency to the Advertiser in accordance with the terms and conditions agreed upon by the Advertiser and the Agency, as follows: net 30 days Applicable taxes will be included in all invoices. Advertiser agrees to pay all invoices in full according to the terms as specified on the invoice, without deduction for any claims of the Advertiser against the Agency or Publishing Company. Any failure of the Advertiser to pay for advertising in accordance with this paragraph 12, will constitute a material breach of the Advertising Agreement and the Agency will have the right, in its sole discretion, at any such time and without advance notice to Advertiser, to declare its services to the Advertiser cancelled and accelerate all sums payable (including all Orders placed but which have not yet published and/or invoiced). The full amount will be due and payable immediately to the Agency. Default on payment due will be subject to 1-1/2% interest per month, compounded monthly (19.56 per cent per annum) on the outstanding balance, plus legal costs. (b) Closing dates and publication dates of directories, as well as, the lengths of the issue are subject to change as per the Publishing Company, without prior notice to Advertiser. When a directory issue is extended or shortened subsequent to publication, adjustment to the charges for the advertising, if any, will be in accordance with the Publishing Company's policy. All charges are billed for the estimated issue life of the Order(s) and extended costs due to lengthening of issue or credits due to shortening of issue will be invoiced upon advice from the Publishing Company. Advertiser acknowledges that Publishing Companies and providers of other media may refuse to accept any advertisement. (c) Where the Agency is required to invoice pursuant to paragraph 12(a), above, the Advertiser's branches/franchise holders, dealers/distributors, or subsidiaries, the Agency will advise Advertiser of any delinquent accounts after reasonable collection efforts have been made (e.g., monthly statements, telephone calls, and collection letters). At its option, the Agency may transfer these delinquent accounts to Advertiser's account any time thereafter. Payment for advertising will be made directly to the Agency as per the terms indicated on our invoice. Advertiser agrees that it is responsible to pay the invoice(s) and is jointly and severally liable to pay the invoice(s) and to assume the prorated cost of the advertising for the remaining life of the directory. (d) No adjustments shall be made in any advertising charge by reason of suspension or termination of telephone service. 13. Liability. While the Agency will use its reasonable efforts to ensure that only duly authorized directory advertising is properly and accurately placed and published, it is recognized that unintentional errors or omissions can occur. THE AGENCY MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OF THE ADVERTISEMENT(S) PUBLISHED BY THE PUBLISHING COMPANY. THE ADVERTISER AGREES THAT THE MAXIMUM LIABILITY FOR ANY ERROR OR OMISSION OF THE PUBLISHING COMPANY OR OF THE AGENCY SHALL BE LIMITED TO THE CHARGES MADE FOR THAT ITEM OF ADVERTISING INVOLVED. THE AGENCY IS NOT RESPONSIBLE FOR PUBLISHING COMPANY ERRORS OR OMISSIONS. ORDERS ARE SUBJECT TO RATE INCREASES/DECREASES BY THE PUBLISHING COMPANY. ALL CHARGES ARE BILLED FOR THE ESTIMATED LIFE OF THE ORDER(S) AND EXTENDED COSTS DUE TO LENGTHENING OF ISSUE OR CREDITS DUE TO SHORTENING OF ISSUE WILL BE INVOICED UPON ADVICE FROM THE PUBLISHING COMPANY. 14. Term and Termination. The term of the Advertising Agreement shall be as specified by the parties in the written Standard Advertising Agreement. Unless otherwise terminated, this Advertising Agreement will automatically renew for successive one year periods unless either party is notified in writing of an intent not to renew ninety (90) days prior to the expiration of the original or any renewal period. If the services of the Agency are terminated prior to one year from the effective date of the Standard Advertising Agreement, Advertiser will assume any and all expenses which the Agency has incurred in setting up the records to control the program. However, the Agency shall not be restricted in its right to immediate cancellation of this Advertising Agreement, and/or immediate suspension or termination of the Advertiser's use of the Website, based upon any breach of the terms and conditions of the Advertising Agreement, non-payment, insolvency, bankruptcy, non-commissionability or unconsented assignment of this Advertising Agreement on the part of the Advertiser. 15. Successors and Assigns. The terms and conditions of the Advertising Agreement will inure to and be binding upon the successors and assigns of both parties; provided, however, that the rights and obligations hereunder or otherwise shall not be assigned by Advertiser without the prior written consent of the Agency. 16. Entire Agreement. The Advertising Agreement contains the entire agreement between the parties and supersedes all prior communications understandings, or agreement, written or oral, between the parties; provided, however, that any written agreement between the parties which is inconsistent with these Terms and Conditions shall govern to the extent of such inconsistency. 17. Amendment and Waiver. The Advertising Agreement may be amended only by the mutual written consent of the parties. The failure of the Agency to enforce any provision of the Advertising Agreement upon breach or default by the Advertiser shall not be deemed to be a waiver with respect to any subsequent breach. 18. Force Majeure. No party shall be liable for any loss or damage suffered by the other as a result of any failure to perform any obligation under the Advertising Agreement due to circumstances beyond their reasonable control. 19. Independent Contractors. The Agency and the Advertiser are independent contractors, and nothing in the Advertising Agreement is to be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties. 20. Governing Law. These Terms and Conditions are to be governed by and construed in accordance with the laws of the jurisdiction indicated in the Standard Advertising Agreement. Any dispute concerning these Terms and Conditions is to be heard in the court specified in the Standard Advertising Agreement. 21. Modifications to Website. The Agency reserves the sole right to either modify or discontinue the Website, including any feature therein at any time with or without notice to Advertiser. The Agency shall not be liable to Advertiser or any third party should the Agency exercise such right. 22. Notice. All notices given pursuant to this Agreement to either Agency or Advertiser may be given (a) by electronic record sent to the party's website, with copy by first class mail to the party's regular mailing address; or (b) by facsimile to the party's facsimile number, with copy by first class mail to the party's regular mailing address; or (c) by first class mail to the party's regular mailing address. 23. Links. The Agency is not responsible for the content of any third party website(s) which the Advertiser accesses through the Website. If the Advertisers accesses any such third party website(s), it does so entirely at its own risk. 24. Confidentiality. Advertiser hereby agrees that all terms and conditions of the Advertising Agreement are strictly confidential and are not related to any parties other than the Advertiser and the Agency. 25. Privacy Policy . The terms and conditions of the Privacy Policy are incorporated herein by reference and form part of the Advertising Agreement.