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Terms and Conditions

(Last Updated: November 2018)

The following general terms and conditions govern the legal relationship between you (the “Client”) and WEDA Digital.

1. Purchase of Services:

By purchasing products and/or receiving services from WEDA Digital as confirmed verbally between the Client and WEDA Digital's sales representative (the “Sales Order”) for the agreed upon monthly or lump sum fees (the "Fees") and pursuant to the current Terms and Conditions (the “Contract”).

Following the date of the execution of the Sales Order, WEDA Digital will provide the Digital Marketing Services.

The Purchase of any Digital Marketing Services products as described on WEDA Digital's website WEDA Digital.ca including Search Engine and Social Media Solutions are subject to the terms and conditions of this Contract.

2. Collaboration

The client shall respect stipulated product fulfillment timelines and provide WEDA Digital 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, WEDA Digital, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Digital Marketing Services as is.

3. Term and Automatic Renewal:

The Agreement will continue for the period of time that has been agreed to between the Parties pursuant to the Sales Order (the “Initial Term”) and begins on the date the order of services by the Client is accepted by WEDA Digital, and the Client acknowledges and agrees that it has no right to cancel or terminate this Agreement for convenience during the Initial Term and shall be responsible to pay WEDA Digital the agreed upon fees for the Initial Term. Following the expiry of the Initial Term, the Agreement shall be automatically renewed for consecutive subsequent (each a “Renewal Period”) for the equivalent duration of the Initial Term unless the Client notifies WEDA Digital of non-renewal at least 30 days prior to the end of the Initial Term, by calling Customer Service at 1-833-392-9332, Monday through Friday from 8:00am to 8:00pm ET.

Any questions or discrepancies regarding charges must be reported to us no later than 90 days following the date that your charges were incurred. Failure to notify us within this period will constitute your acceptance of such charges.

4. Late Charges and Client's Credit

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. WEDA Digital reserves the right to charge the Client for additional fees or payments in respect of any changes, made at the request or with the approval of the Client, by WEDA Digital to any Approved Client Content.

The Client authorizes WEDA Digital to make appropriate credit checks and enquiries with third party credit agencies and bureaus and WEDA Digital reserves the right not to accept this Agreement if the results of such checks or inquiries are not satisfactory.

5. Default:

WEDA Digital may at any time terminate this Agreement and deactivate or suspend services where: (a) the Client has defaulted in its payment or other obligations set forth in this Agreement; (b) the Client has become insolvent, dissolved, bankrupt or has made or becomes subject to any proceedings under any applicable bankruptcy or insolvency legislation; or (c) has violated the Terms of Use as determined by WEDA Digital in its sole discretion.

In the event of any such early termination by WEDA Digital, the balance of any fees due to WEDA Digital shall become immediately due and the Client shall forfeit the benefit of any prepaid amounts under this Agreement.

6. No Representations by WEDA Digital; No Warranty of Success for the Client

The client acknowledges that, in order to promote the Digital Marketing Services, WEDA Digital may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain WEDA Digital clients, or average results obtained by certain groups of WEDA Digital clients. WEDA Digital 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 WEDA Digital 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.

7. Limited Warranty

Except for any express warranties set forth herein, the Client acknowledges that WEDA Digital disclaims all warranties and conditions with respect to the Digital Marketing Services provided by WEDA Digital to the Client under this agreement, 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.

8. Liability exclusions and limitations:

Under no circumstances whatsoever shall WEDA Digital be liable to the Client for any consequential, special, indirect, incidental, exemplary or punitive 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), or any damages for loss of profit, loss of reputation or loss of goodwill.

9. Indemnification:

In addition to any other indemnities herein contained, the Client agrees to defend, indemnify and hold harmless WEDA Digital, from all Losses in connection with, directly or indirectly, (a) any breach of this Agreement by the Client, (b) any use by the Client of the Website, Customized Websites or any third party links therein, (c) any claim by any third party relating to any Client Content, (d) any claims by any third party for misleading Digital Marketing or any Client product or service warranties or performance, or (e) any wrongful acts, misconduct or negligence of the Client.

10. Amendments:

WEDA Digital may, from time to time, unilaterally modify (either by written notice to the Client 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 Client. The Client's continued use of Digital Marketing services provided by WEDA Digital, following such written notice or posting, shall constitute Client's deemed and irrevocable acceptance of such amendments, modifications or changes.

11. Force Majeure:

Except for the Client'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, labour conditions and/or power failures.

12. Assignment:

This Agreement shall not be assigned by the Client under any circumstances without the prior written consent of WEDA Digital. WEDA Digital may assign this Agreement to any affiliated corporation or any successor or purchaser of the business or assets of WEDA Digital.

13. WEDA Digital Trademarks:

The Client is not authorized to use WEDA Digital's name or any of its logo, trade-marks or trade names without WEDA Digital's prior written consent.

14. Jurisdiction:

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.

15. Privacy Provisions:

If the client is an individual, WEDA Digital informs the client that their personal information will be used to enable WEDA Digital to meet its obligations under this Agreement and to provide the requested Digital Marketing Services to the client. Personal information may be shared with agents or contractors of WEDA Digital in connection with services that these individuals or entities perform for WEDA Digital in connection with the Digital Marketing Services. The Client confirms that any personal information provided to WEDA Digital is accurate and correct.

The Client acknowledges that WEDA Digital will use such personal information to manage the Client's credit, billing and collection data and such information will be accessible to WEDA Digital's employees or representatives whose duties require access to such information.

The Client agrees to inform WEDA Digital of any changes to such personal information without delay. The Client expressly authorizes WEDA Digital to include the Client's name, address and phone number on its internal client list for marketing purposes.

16. 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 either Canada or the United States. 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 hereof 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 enure to the benefit of and is binding upon the parties hereto and their respective heirs, executors, legal/personal representatives, successors and permitted assigns.

Where applicable, 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 counterpart together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original or facsimile counterpart. No agreement or other understanding in any way modifying this Agreement shall be binding upon WEDA Digital unless made in writing and accepted over the signature of an authorized executive of WEDA Digital.

WEDA Digital is a collaboration between the Western Equipment Dealers Association and 411 Local Search Corp. The commercial relationship shall be between the Client and 411 Local Search Corp and shall be governed by the Terms and Conditions mentioned above.