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 411 Local Search Corp. (the "Corporation") and the Customer's use of the Website (as defined below).

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

Term and Renewal: The initial term of this Agreement is 12 months from either (a) the contract date indicated in the attached Order Form where an Order Form has been signed or (b) the date of the order of Services by the Customer is accepted by the Corporation (the "Initial Term") and the Customer understands it has no right to cancel or terminate this Agreement under any circumstances during the Initial Term and shall be responsible to pay the Corporation for 12 months' of advertising services hereunder. Following the expiry of the Initial Term, the obligations of the Customer set forth in any attached Order Form (if any) or other order documentation 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 in respect of such non-renewal. The Corporation 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 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 hereunder.

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) 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 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 Corporation 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 Corporation (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 hereunder following which the Corporation thereupon sells, 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. If the Customer fails to satisfy in full its payment obligations hereunder, 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 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 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 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. The Corporation reserves the right to reject any Customer Content which it may reasonably find to be offensive or illegal in any manner whatsoever. The Customer grants the Corporation a perpetual, worldwide and royalty-free license to use and reproduce any IPR of the Customer subsisting in any Customer Authored Content.

Provision of Services and Fees: The Corporation agrees to sell to the Customer, and the Customer agrees to purchase from the Corporation, 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 and approve in writing the final draft of all Customer Content (or any subsequent changes thereto) prior to any advertising or display of same by the Corporation on the Website ("Approved Customer Content") regardless of whether or not the Customer has already made any payments to the Corporation hereunder and the Customer hereby irrevocably releases the Corporation 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 Corporation on the Website of any Approved Customer Content. The Corporation agrees to advertise and display the Approved Customer Content on the Website following receipt of all payments then due by the Corporation 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 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 agreed to be made by the Corporation to any Approved Customer Content. The Corporation reserves the right to increase its fees from time to time without notice to the Customer. 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: 411.ca is owned and operated by the Corporation. All content on the website located at and/or known as http://www.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) 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 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 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 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.

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 AND/OR ANY SERVICES PROVIDED BY THE CORPORATION 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 OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE RELATED TO THE WEBSITE, ANY WEBSITE LINKS, CUSTOMER CONTENT OR SERVICES PROVIDED BY THE CORPORATION HEREUNDER, 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). CUSTOMER ACKNOWLEDGES THAT THE CORPORATION IS NOT LIABLE, AMONG OTHER THINGS, IF ANY OF THE WEBSITE (INCLUDING ANY THIRD PARTY LINKS CONTAINED THEREIN), CUSTOMER CONTENT OR SERVICES PROVIDED BY THE CORPORATION 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 ENVIRONMENT.

Liability Exclusions and Limitations: UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE CORPORATION BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER 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). 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 AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY THE CUSTOMER TO THE CORPORATION 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 CORPORAITON THAT THE CUSTOMER SHALL BE PROHIBITED FROM COMMENCING ANY PROCEEDING AGAINST THE CORPORATION 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 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 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 and 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, labor conditions and/or power failures.

Privacy Provisions: Where the Customer is an individual, 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 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 hereto 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. 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. Time shall be of the essence of this Agreement and of each of its provisions. 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. All obligations of the parties hereto shall survive any expiry or termination of this Agreement until fully performed. The Customer is not authorized to use the Corporation's name or any of its trademarks without the Corporation's prior written consent.