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Disclaimer Terms and Conditions

Totally Toronto – Totally Canada Inc. Disclaimer, Terms and Conditions

Last updated on: July 27th, 2016.

WHEREAS:

1. TotallyToronto.com is a “website” available through the World Wide Web, focusing on information relating to promoting the city of Toronto, its people, businesses, tourism and related topics;

2. The Client seeks to utilize a portion of TotallyToronto.com for advertising products or services for its own purposes;

3. The parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore the owners of TotallyToronto.com – Totally Canada Inc. – can make no guarantee that any given reader shall be able to access TotallyToronto.com at any given time.

Totally Toronto and Totally Canada Inc. represents that it shall make every good faith effort to ensure that TotallyToronto.com is available as widely as possible and with as little interruption as possible;

IN CONSIDERATION of the mutual promises contained in this Agreement, the parties agree as follows:

1. Financial Arrangements and Terms of Payment

(1) Client agrees to advertise on TotallyToronto.com for the duration stated in their contract.

(2) Payment for services shall be due on receipt of signed contract. 100% due on Receipt. If full payment is not received within 30 days of the beginning of the contract term date, Totally Toronto and Totally Canada Inc. cannot guarantee that the photo ad spots chosen will still be available.

The agreement will be automatically renewed for a further term of one year on the first anniversary, unless cancelled by either party at least 30 days prior to expiry.

(3) Failure by the Client to remit payment by the due date will result, at Totally Toronto and Totally Canada Inc.’s discretion, in any advertising services rendered to Client by Totally Toronto and Totally Canada Inc. to be removed from TotallyToronto.com until such time as payment is received. The duration of the contract will not be extended due to removal of said services in the event of delinquent payment.

(4) Advertising services rendered by Totally Toronto and Totally Canada Inc. will be paid for at the rate that is in effect at the date of the signing of the contract. These rates will remain in effect until the expiration of the contract (1 year). Renewal of services by client will utilize the rates that are in effect at the time of renewal and indicates agreement by Client to any contract revisions.

2. Taxes

Harmonized Sales Tax (HST) at 13% will be added to all invoices.

3. Operation

Client shall provide all photos, which shall be posted on TotallyToronto.com by Totally Toronto and Totally Canada Inc. on the specific page(s) that advertising has been purchased for, as detailed on the contract and signed by the advertiser. There will be a title below this photo which would be the name of the business which would link directly to the profile page of the advertiser on www.TotallyToronto.com. Each client will also receive monthly reports showing the number of times their photo ad spots, profile page and corporate website were viewed.

4. Trademarks and Copyrights

Client warrants that it has the right to use applicable trademarks, if any, and grants Totally Toronto and Totally Canada Inc. the right to use such trademarks in connection with Totally Toronto and Totally Canada Inc.’s advertising services. Totally Toronto and Totally Canada Inc. warrants that it has the right to use all photographs, logos and material provided by it and all information provided is accurate and not misleading.

5. Change of Ownership

TotallyToronto.com may be transferred to the control of another person or corporate entity without prior notice to or permission from it’s Clients. Any new clients assumes any and all obligations as outlined in this agreement.

6. Limited Liability

(1) Totally Toronto and Totally Canada Inc. assumes no responsibility for products and/or services Client provides. Totally Toronto and Totally Canada Inc. provides no warranties, either expressed or implied, nor any assurances of product fitness. Client assumes any and all responsibility and risk from such services.

(2) Client agrees that use of Totally Toronto and Totally Canada Inc.’s advertising services is at Client’s sole risk. Neither Totally Toronto and Totally Canada Inc., Totally Toronto and Totally Canada Inc.’s employees, affiliates, agents, third party information providers or the like, warrant that service will not be interrupted or error free; nor does Totally Toronto and Totally Canada Inc. make any warranty as to the results that may be obtained from the use of the service provided unless otherwise stated in this Agreement.

(3) Under no circumstances, including negligence, shall Totally Toronto and Totally Canada Inc., its offices, agents or anyone else involved in creating, producing or distributing Totally Toronto and Totally Canada Inc.’s service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use Totally Toronto and Totally Canada Inc.’s services; or that the results from the mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Totally Toronto and Totally Canada Inc.’s records, programs or services. Client acknowledges that this paragraph shall apply to all content on Totally Toronto and Totally Canada Inc.’s service.

(4) Notwithstanding the above, Client’s exclusive remedies of all damages, losses and causes of actions whether in contract, or including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement.

(5) All email requests that any business or client of Totally Toronto and Totally Canada Inc. receives from a world wide web visitor shall be received with caution especially pertaining to spammers or individuals who try to misrepresent themselves in carrying out illegal activities.

7. Indemnification

Client agrees that it shall defend, indemnify, save and hold Totally Toronto and Totally Canada Inc. harmless from any and all demands, liabilities, losses, costs and claims including reasonable attorneys’ fees (the “Liabilities”) asserted against Totally Toronto and Totally Canada Inc., its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns.

Client agrees to defend, indemnify and hold harmless Totally Toronto and Totally Canada Inc. against Liabilities arising out of:

(a) any injury to person or property caused by any products sold or otherwise distributed by Client in connection with Totally Toronto and Totally Canada Inc.’s service;

(b) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party;

(c) copyright infringement; or

(d) any defective product which Client sold via Totally Toronto and Totally Canada Inc.’s services.

8. Lawful Purpose

Client may only use Totally Toronto and Totally Canada Inc.’s services for lawful purpose. Transmission of any material in violation of any governmental regulation is prohibited. This includes but is not limited to, copyrighted material, material legally judged to be threatening or obscene, pornographic, profane or material protected by trade secrets. Totally Toronto and Totally Canada Inc. expressly forbids anyone from using Totally Toronto and Totally Canada Inc.’s services for any material Totally Toronto and Totally Canada Inc. deems objectionable. This includes links to any such materials. The designation of such materials is left entirely to the discretion of Totally Toronto and Totally Canada Inc..

9. Termination

(1) Client without cause may terminate this agreement by giving the Totally Toronto and Totally Canada Inc. 30 day’s written notice. Under these circumstances, all payments previously made are final and non-refundable.

(2) Notwithstanding the above, Totally Toronto and Totally Canada Inc. may terminate this Agreement at any time, without penalty or forfeiture of fees paid or due by the Client, if the Client fails to comply with the terms of this Agreement.

(3) If Totally Toronto and Totally Canada Inc. determines, in its sole and unfettered discretion, that any content provided by Client is offensive or demeans the status or reputation of TotallyToronto.com, Totally Toronto and Totally Canada Inc. shall notify Client and if Client does not remove offending material within 48 hours of notice, Totally Toronto and Totally Canada Inc. may terminate this Agreement and remove Client’s material from TotallyToronto.com and all fees and amounts paid by Client shall be forfeited.

10. Entirety

This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract shall be agreed to by the parties on renewal of services in writing.

11. Notice

Any notice required to be given to either party may be given by e-mail, to the address of record, by facsimile number, if provided, or by pre-paid post at the address provided in this agreement by the party.

12. Governing Law

This Agreement shall be governed in accordance with the laws of Ontario and Canada.

Ads will be in place within one hundred and fsixty eight hours of receipt of submitted contract, payment and the required information as presented by your company and Totally Toronto and Totally Canada Inc. reserves the right to remove the ad if payment is not received within fourteen days of receipt of submitted contract.

Description of Advertisement Details on www.TotallyToronto.com

All Photo ad spots will be titled after each advertiser’s business name and link directly to your profile page on TotallyToronto.com.

Your business listing will also be featured on the appropriate directories of TotallyToronto.com, at the top of the directory and above all free members.

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