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GENERAL TERMS AND CONDITIONS

PURCHASE OF ADVERTISING SERVICES

CPALocate.ca Inc. facilitates introductions with potential clients with Chartered Professional Accountants (Chartered Accountants, Chartered Management Accountants, Chartered General Accountants) and other financial professionals in Canada.

Our service provides the financial professional with broad exposure on the Internet, coupled with a direct and fast connection to individuals or companies seeking help with their financial or related problems.

CPALocate.ca or one of its affiliates (“CPALocate”) sells to the client, who purchases same, the services described in the reverse side of this contract (the “Advertising Services”) for the indicated fee (the “Fees”) and pursuant to the current Terms and Conditions (the “Contract”).

Following the date of the execution of this Contract, CPALocate will on or about the date indicated: provide the online Advertising Services; and begin offering the digital advertisement in the digital (electronic or mobile) directories.

COLLABORATION

The client shall respect stipulated product fulfillment timelines and provide CPALocate all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required or fail to respect stipulated product fulfillment timelines, CPALocate, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Advertising Services as is.

VARIABLE TERM AND AUTOMATIC RENEWAL

This Contract and the Advertising Services are automatically renewed for consecutive subsequent periods (each a “Renewal Period”) equal in length to the initial term (the “Initial Term”) (Renewal Period and Initial Term collectively referred to as the “Term”), unless the client gives CPALocate either a written notice of non-renewal at least ten days before the end of the Initial Term or any Renewal Period. Notwithstanding the foregoing CPALocate may at its discretion cease offering Guaranteed Placement products in high demand markets/categories to the client where CPALocate has been unable to attain the client’s confirmation of renewal.

LATE CHARGES

The client undertakes to pay the Fees due pursuant to this Contract upon receipt of CPALocate’s invoice which may be included in the client’s telephone service provider’s invoice or forwarded directly by CPALocate. An interest rate of 1.25% per month compounded monthly (16.07 % per year) applies to any amount remaining unpaid.

EARLY TERMINATION

CPALocate may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a thirty (30) day written notice. CPALocate shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by CPALocate to the client as full and final settlement and satisfaction of CPALocate’s entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. Unless terminated in accordance with section 4, the client may not unilaterally terminate this Contract.

DEFAULT

The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the Fees due pursuant to this Contract; (b) the client subscribing to this service is not properly licensed or duly qualified to practice in the appropriate field and relevant jurisdiction. The accountant or financial professional or other professional hereby undertakes to notify CPALocate if she/he should become disqualified from practice for any reason. (c) the client reproduces either a portion of or in its entirety the Advertising Services created by CPALocate in any other media without CPALocate’s consent (hereinafter collectively referred to as a “Default”);

On the occurrence of any Default, CPALocate may terminate this Contract immediately. Furthermore all Fees for the remaining Term under this Contract shall become immediately due and payable to CPALocate as liquidated damages.

NO REPRESENTATIONS BY CPALocate; NO WARRANTY OF SUCCESS FOR THE CLIENT

The client acknowledges that, in order to promote the Advertising Services, CPALocate may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain CPALocate clients, or average results obtained by certain groups of CPALocate clients. CPALocate declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that CPALocate does not conduct any analysis regarding the client’s business and that consequently, the results obtained by the client may vary considerably from client to client.

THIRD PARTY CONTENT

The client acknowledges and agrees that CPALocate may aggregate, display and publish third party content related to the client, as well as publish the client’s content to third party partners or affiliates of CPALocate (Google, Facebook, Twitter, Linkedin, etc.). Further, the client acknowledges and agrees that CPALocate shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third party content or the publishing of client’s content to third party partners. The client releases CPALocate from all liability with respect to third party content or the publishing of client’s content to third party partners.

CLIENT’S WARRANTY

The client warrants that it is authorized to publish the print advertisement under the heading and in the territory indicated on the reverse side of this Contract, and to display the digital advertisement and the Website. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client’s activities. The client further warrants that it holds all the rights to use the trademarks or trade names included in the print and digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property.

LIMITATION AND EXCLUSIONS

CPALocate cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of CPALocate’s undertaking to offer the Advertising Services for the Fees agreed upon.

In the case of any material error or omission in the Advertising Services, CPALocate’s liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that the present limitation of liability equally applies to the client’s telephone service provider and third party vendors of CPALocate, if applicable. The client must notify CPALocate of any errors or omissions in the Advertising Services within thirty (30) days of CPALocate having provided the Advertising Services. Should the client not notify CPALocate within said notice period, the client shall forfeit all rights related to such errors or omissions.

MODIFICATIONS TO THIS CONTRACT BY CPALOCATE

The client acknowledges that CPALocate may, from time to time, update these Terms and Conditions and the Advertising Services. CPALocate may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect.

CPALOCATE’S TRADEMARKS AND PROPERTY OF THE ADVERTISING SERVICES

The client acknowledges that it is not authorized to use CPALocate’s name or any of its trademarks without the prior written consent of CPALocate. The client also acknowledges that CPALocate owns the intellectual property rights related to the Advertising Services, including but not limited to the print and digital advertisement, the Website and video. The client undertakes not to reproduce same without CPALocate’s prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees, upon expiry of the Initial Term client may obtain all transferable intellectual property associated with their Website and video.

CONFIDENTIALITY & PRIVACY PROVISIONS

If the client is an individual, CPALocate informs the client that their personal information will be used to enable CPALocate to meet its obligations under this Contract and to provide the requested Advertising Services to the client. All information provided by potential clients are to be kept confidential. The client authorizes CPALocate to include the client’s name, email address, street address, telephone number and other general business information on its nominative list of clients for marketing purposes; the client reserves the right to cancel such authorization at any time, upon request to CPALocate’s Customer Service.

JURISDICTION

This Contract is governed by the laws applicable in the Canadian province where it is entered into.

LANGUAGE

The parties acknowledge that they have requested that this Contract be drafted in the English language. Les parties reconnaissent avoir exigé que ce contrat soit rédigé en langue anglaise.