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International Internet Advertising Services Inc.
TERMS OF USE AGREEMENT

Last updated: May 15, 2010
Date of original issue: January 1, 2006

The services that International Internet Advertising Services Inc. ("Internet Advertising") provides to you are subject to this Terms of Use ("TOU"). You will hereinafter be referred to as "the Customer", the scope of which definition will include, without limitation, your agents, employers, and employees. This TOU, in addition to any Order Form (as defined below) and any other specific agreement for Internet Advertising Services (as defined below) between Customer and Internet Advertising, represents the complete understanding and agreement between Internet Advertising and the Customer. Except when expressly agreed to the contrary in writing signed by an authorized representative of Internet Advertising, this TOU supersedes any other agreement, whether written, oral, by conduct, or otherwise.

Internet Advertising reserves the right to update the TOU (including, without limitation, changing or discontinuing any of "Internet Advertising' Services" as defined below) at any time without notice to the Customer. Any such change or discontinuance will legally bind the Customer from the time when Internet Advertising publishes an updated version of the TOU to the website. It is the Customer's sole responsibility, and it is not Internet Advertising' responsibility whatsoever, to ensure that the Customer is up-to-date on the most current version of the TOU.

THE SUBMISSION OF THE CUSTOMER'S "ORDER FORM" OR "ORDER" (WHICH DEFINITION INCLUDES, WITHOUT LIMITATION, ANY OF Internet Advertising' ONLINE ORDER FORMS, HARD COPY WRITTEN ORDER FORMS, AGREEMENTS FOR Internet Advertising SERVICES, OR TELEPHONE ORDERS), OR THE CUSTOMER'S USE OF ANY of Internet Advertising' SERVICES, WILL IMMEDIATELY AND AUTOMATICALLY CONSTITUTE THE CUSTOMER'S ACCEPTANCE OF THE TOU AND WILL BIND THE CUSTOMER TO THE TOU ACCORDINGLY. The Customer represents and warrants that the Customer has read this TOU thoroughly, has had sufficient opportunity to seek legal counsel or has waived such opportunity, and therefore clearly understands and agrees to all the terms and conditions contained herein.

The Company will provide Company Services to Customer in exchange for fees and full compliance with the following terms and conditions:

  1. Provision of Internet Advertising' Services
    1. Internet Advertising Services Defined. "Internet Advertising Services" (or "Services") include the following:
      1. any act of preparing, setting up, connecting, maintaining, terminating, or reconnecting "the Customer's Account" (which definition includes all billing data related to Internet Advertising Services and the space on the particular Web server that Internet Advertising provides to the Customer for the purpose of providing Internet Advertising Services to the Customer);
      2. any act, or provision of any service, by Internet Advertising to the Customer related to web hosting, Email services, and domain name registrations (including server usage and technical support), regardless of duration and whether paid for or not;
      3. any access or use related to the website, including the website itself;
      4. any design or programming services provided by Internet Advertising to the Customer, including but not limited to interface design, graphic design, content creation, multimedia development, html programming, and database design;
      5. any other service mentioned in the TOU;
      6. any other service provided by Internet Advertising to the Customer, whether used or not;
      7. any other service related to Internet Advertising that is used by the Customer, whether offered or provided by Internet Advertising to the Customer.
    2. Management & Backup of Data. Except where Internet Advertising has expressly agreed in writing to the contrary, the Customer is solely and entirely responsible, and Internet Advertising is in no way responsible, for the management and backup of all of the Customer's data, and all updates, upgrades, and patches to any software that the Customer uses in connection with Services offered by Internet Advertising.
    3. Maintenance Periods. The Customer acknowledges and agrees to the weekly scheduled periods of maintenance, which Internet Advertising may perform at least every week. The Customer understands and agrees that during a scheduled maintenance period, any or all Services provided by Internet Advertising may be unavailable. The Customer further understands and agrees that Internet Advertising has the right to conduct emergency maintenance at any time, during which any or all of Internet Advertising' Services may be unavailable.
    4. License to Occupy Only. The Customer acknowledges that the Customer has no real property interest in any equipment space provided to the Customer by Internet Advertising, and the Customer agrees that any such provision of equipment space grants the Customer only a license to occupy the equipment space. Payment by the Customer for the equipment space does not create or vest in the Customer (or in any other party) any leasehold estate, easement, ownership interest, lien, or other proprietary right or interest of any nature in any part of Internet Advertising' premises or facilities including the equipment space.
    5. Domain Name Registrations. Internet Advertising Services related to the registration of a domain name is limited to the submission of the registration request to the appropriate registrar. THERE IS NO GUARANTEE, AND Internet Advertising SPECIFICALLY DISCLAIMS ANY SUCH GUARANTEE, THAT A PARTICULAR APPLICATION FOR A DOMAIN NAME WILL BE ACCEPTED, APPROVED, OR REGISTERED. The Customer understands and agrees that each individual domain name constitutes a single submission. It is the Customer's sole responsibility to provide accurate information and to notify the appropriate registrar directly, and NOT Internet Advertising, about any change to the original information. For country code top-level domain names, the Customer acknowledges that the fees are non-refundable, even if the domain name is rejected (because the fee is for the service of submitting the application). The Customer understands and acknowledges that each individual registry or registrar may have additional domain registration fees that the Customer will have to pay.
    6. Internet Advertising' Right of Refusal & Termination. Internet Advertising may, at its sole discretion, refuse Services to any Customer (whether potential, new, or existing) and/or terminate the supply of Internet Advertising Services to the Customer immediately, with or without any prior notice, if Internet Advertising deems the Customer to be in breach of the TOU, notwithstanding that the Customer may be in breach of any other agreement by complying with the TOU.
  2. Use of Company Services
    1. The Customer's Account. Only the Customer may use the Customer's Account, which is defined as including all billing data related to the Customer's Services and the space on the particular Web server that Internet Advertising provides to the Customer for the purpose of providing Internet Advertising Services to the Customer. The Customer may not transfer, sell, lease, rent, or assign, in any way, any part or whole of the Customer's Account and/or Internet Advertising Services to any party, unless the Customer obtains Internet Advertising' prior written consent.
    2. Ownership of the Customer's Account & the Customer's Web Site. The Customer acknowledges, warrants, and agrees that the legal owner of the Customer's Account will be the individual, company, or entity whose name is listed in Internet Advertising' database as the owner of the Customer's Account ("Account Owner"). Only the Account Owner may MAKE MODIFICATIONS, INCLUDING CHANGE OF OWNERSHIP, TO THE Customer's Account, SUBJECT TO Internet Advertising' WRITTEN CONSENT. The Customer further acknowledges and agrees that the legal owner of the web site(s) hosted under the Customer's Account will be the Account Owner, EXCEPT WHERE THE CUSTOMER'S CUSTOMERS OWN THE WEB SITES. Customer WILL fully cooperate with and abide by any and all of Internet Advertising' security measures and procedures (including the Customer's provision to Internet Advertising of valid identification, credit card number, and/or notarized affidavit) in the event of any conflict with regards to the ownership of the Customer's Account and/or web site(s).
    3. Customer's Lawful and Ethical Use. The Customer agrees to use Internet Advertising' Services as permitted by applicable laws (including, without limitation, local, provincial, state, and federal laws) and in a manner that is not unethical, libelous, or contrary to public or Internet Advertising policy.
    4. Customer's Warranty, Liability, & Indemnification. The Customer acknowledges and agrees that Internet Advertising will be the sole determinant of whether or not the Customer is in breach of the TOU. The Customer is solely responsible for any legal liability arising out of, or relating to, the Customer's use of Internet Advertising' Services. The Customer represents, warrants, and covenants to Internet Advertising that the Customer holds the necessary rights to use, or permit to use, any item used through any of Internet Advertising' Services, and that the use, reproduction, distribution, transmission, or display of any data to the public, and any material to which the public can link or access, or any aspect of Internet Advertising' Services made available to the public through the Customer, does NOT and will NOT:
      1. violate or potentially violate any right of any third party, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
      2. constitute or potentially constitute violations, including false advertisement, unfair competition, defamation, invasion of privacy, invasion of rights, and discrimination;
      3. cause or potentially cause any dispute or legal action/proceeding;
      4. contain or potentially contain any material that is unlawful, harmful, fraudulent, libelous, slanderous, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or otherwise offensive;
      5. contain or potentially contain any material that is racially, ethnically, disputatiously, argumentatively, or ethically objectionable;
      6. contain or potentially contain any material only suitable for persons over the age of majority in the province of British Columbia, Canada, including adult content and explicit adult material; or
      7. contain any other material that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law (including export control laws).
      The Customer agrees to indemnify and hold harmless Internet Advertising, any third party entity related to Internet Advertising (including third party vendors), and Internet Advertising' executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to the Customer's breach of any provision of the TOU or any other third party claim with respect thereto.
    5. The Customer's Prevention of Corruption. The Customer must actively endeavor to prevent any corruption of Internet Advertising' systems, including viruses. Internet Advertising reserves the right to run anti-virus programs, at its sole discretion, to minimize potential and actual damages.
    6. Mandatory Upgrades. If Internet Advertising, in its sole discretion, deems the Customer or the Customer's Account to be adversely affecting Internet Advertising' server performance or network integrity, or the Customer's Account is consuming use of bandwidth or disk space above the allowance specified in the Customer's particular service package, then Internet Advertising may request of the Customer, and the Customer must comply with such request, to upgrade the Customer's Account to a service package that would, in Internet Advertising' sole discretion, adequately accommodate the use, consumption, and other requirements of the Customer's Account and accommodate Internet Advertising' provision of Internet Advertising Services to the Customer's Account. Any and all downgrades of service packages are subject to Internet Advertising' sole approval and applicable fees.
  3. The Customer's Abuse and Breach
    1. Spamming. The Customer understands and acknowledges that Internet Advertising has a zero-tolerance policy against the sending of unsolicited bulk Emails and/or commercial messages over the Internet ("Spam" or "Spamming"), which definition also includes maintaining an open SMTP policy, engaging in Spamming using the services of another Internet Service Provider ("ISP") or Internet Presence Provider ("IPP") and referencing in the Spam a web site hosted on Internet Advertising' server, and selling or distributing software on a web site that facilitates Spamming and resides on a server of Internet Advertising. Spamming is strictly prohibited under the TOU and is just cause for Internet Advertising to terminate this TOU and any and all provision of Internet Advertising Services to the Customer.
    2. Disciplinary Measures. In the event of the Customer's Abuse, Internet Advertising may implement, at its sole discretion, any disciplinary measure, including warning, suspension, or termination of the Customer's Account and all provision of Internet Advertising Services to the Customer. If the Customer has been suspended and Internet Advertising chooses to repeal the suspension, Internet Advertising may, at its sole discretion, charge the Customer a reconnection charge before Internet Advertising provides any further Services to the Customer. The Customer acknowledges and agrees that if the Customer's Account has been suspended or placed on hold, Internet Advertising may redirect visitors of the particular Customer's web site to an Internet Advertising technical support web page. The Customer further agrees to indemnify and hold harmless Internet Advertising, any third party entity related to Internet Advertising (including third party vendors), and Internet Advertising' executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to Internet Advertising placing the Customer's Account on hold.
    3. Monitoring. Internet Advertising reserves the right, and the Customer consents, to Internet Advertising monitoring the usage and utilization of Internet Advertising Services and the content on the Customer's web site(s) to determine whether or not the Customer is using Internet Advertising Services in compliance with the TOU. However, the Customer understands and acknowledges that Internet Advertising does not monitor the Customer's communications, activities, or web site content as a general practice, and Internet Advertising expressly disclaims that it maintains any such general practice.
    4. Misclassification. The Customer acknowledges that the Customer's activity may be misclassified as Customer's Abuse. A Customer who believes that the Customer's activity has been misclassified may appeal to Internet Advertising' Technical Support Manager. Determination of whether or not the Customer's activity is indeed Customer's Abuse is at the sole discretion of Internet Advertising. The Customer further agrees to hold harmless Internet Advertising, any third party entity related to Internet Advertising (including third party vendors), and Internet Advertising' executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to Internet Advertising misclassifying the Customer's activities as Customer's Abuse.
  4. TERMINATION
    1. Cause for Termination. THE CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT IF Internet Advertising DEEMS THE CUSTOMER TO BE INVOLVED, IN ANY WAY, IN ANY BREACH OF THE TOU Internet Advertising RESERVES THE RIGHT TO IMMEDIATELY TERMINATE, WITHOUT ANY PRIOR NOTICE TO THE CUSTOMER, THE TOU AND Internet Advertising Services TO THE CUSTOMER. Internet Advertising WILL NOT IN ANY WAY BE LIABLE TO THE CUSTOMER, AND THE CUSTOMER WILL MAKE NO CLAIM AGAINST Internet Advertising, FOR TERMINATING THE TOU OR Internet Advertising Services TO THE CUSTOMER AS PROVIDED HEREIN.
    2. Bankruptcy & Insolvency. In the event the Customer becomes insolvent or any bankruptcy petition is filed by the Customer or any third party against the Customer, this TOU will automatically terminate and Internet Advertising may immediately terminate Internet Advertising Services to the Customer without prior notice and/or any penalty whatsoever. The Customer further consents to the grant of relief from any automatic stay of proceedings against Internet Advertising in such event.
  5. Indemnification The Customer agrees to protect, defend, hold harmless, and indemnify Internet Advertising, any third party entity related to Internet Advertising (including third party vendors), and Internet Advertising' executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of actions, including any and all legal fees and expenses, arising out of or resulting in any way from the Customer's use of Internet Advertising Services.
  6. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, AND UNDER NO THEORY OF LAW OR EQUITY, WILL Internet Advertising (including Internet Advertising' EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, employees, CONSULTANTS, CONTRACTORS, AGENTS, parent companies, subsidiaries, co-subsidiaries, affiliates, third-party providers, merchants, licensors, or the like) or anyone else involved in creating, producing, or distributing Internet Advertising Services, be liable FOR THE LOSS OF A DOMAIN NAME, OR ANY BUSINESS OR PERSONAL LOSS, REVENUE DECREASE, EXPENSE INCREASE, COST OF SUBSTITUTE PRODUCTS AND/OR Internet Advertising Services, OR ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND - EVEN IF Internet Advertising HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES - (I) ARISING OUT OF ANY USE OF OR INABILITY TO USE ANY Internet Advertising Services, OR (II) RELATED TO Internet Advertising' MIGRATION OR MOVEMENT OF ANY EQUIPMENT BELONGING TO THE CUSTOMER AND/OR Internet Advertising. Internet Advertising' TOTAL CUMULATIVE LIABILITY, IF ANY, TO THE CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES, RELATED TO THE TOU OR Internet Advertising Services, INCLUDING THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION BY Internet Advertising OR Internet Advertising' REPRESENTATIVES, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL NOT EXCEED, THE SETUP FEE OR THE MONTHLY FEES PAID BY THE CUSTOMER FOR Internet Advertising Services, WHICHEVER IS GREATER.
  7. DISCLAIMER
      No Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS TOU, no advice, whether written, oral, or otherwise, that is given by Internet Advertising, its employees, agents, licensors, or the like, will create a warranty and any reliance on such information or advice by the Customer will be at sole risk of the Customer, and Internet Advertising will in no way be liable to anyone for such reliance.
    1. Backup of Data & Insurance. THE CUSTOMER acknowledges and agrees that it is THE CUSTOMER'S sole responsibility, and that Internet Advertising is in no way responsible, for the back up of THE CUSTOMER'S data and for the maintenance of adequate insurance in relation to THE CUSTOMER'S equipment.
    2. Systems Information. Internet Advertising makes NO warranty of any kind, either express or implied, regarding the quality, accuracy, or validity of the data and/or information available. Use of information obtained from or through Internet Advertising is at the sole risk of the Customer.
    3. Third Party Licenses. The Customer understands and acknowledges that Internet Advertising makes a reasonable effort to provide the Customer with technologies, developments, and innovations (collectively "Technologies"), part of which are being licensed or co-branded from or by third party entities. However, Internet Advertising makes NO warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, validity, or continued existence of any or all aspects of such Technologies. Moreover, Internet Advertising specifically disclaims all warranties of merchantability and fitness FOR A PARTICULAR PURPOSE for such Technologies. Furthermore, the Customer will NOT hold Internet Advertising, any third party entity related to Internet Advertising (including third party vendors), or Internet Advertising' executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries and co-subsidiaries liable in any way for the revocation of any license, which has been licensed to Internet Advertising from or by third parties, that results in any actual or potential harm, damage, cost, expense, or otherwise to the Customer, the Customer's business, the Customer's affiliates, the Customer's customers, or anyone or anything related to the Customer. The use of the Technologies obtained from or through Internet Advertising, or any other referred third party, whether directly or indirectly, is at the sole risk of the Customer.
  8. Payment
    1. Billing Cycle. The billing or invoicing of the Customer's Account may vary depending on various factors, including the date on which the Customer becomes a customer of Internet Advertising and particular Services that Internet Advertising is providing the Customer. Internet Advertising' provision of Internet Advertising Services to the Customer for one (1) month will constitute one "Billing Cycle" which will begin on the first day, and end on the last day, of each calendar month. The Billing Cycle will continue to renew each month until Internet Advertising receives a "Cancellation Request" from the Customer in accordance with this TOU. The first Billing Cycle for the Customer's Account will commence on the day that Internet Advertising receives the Customer's Order Form. If Internet Advertising receives an Order on or after the first day of a calendar month, then Internet Advertising may pro-rate accordingly the charges and fees for that month. Internet Advertising reserves the right to modify the Billing Cycle, at any time and without prior notice, so that the Customer may be billed or invoiced for Internet Advertising Services more or less frequently. Any period during which the Customer's account is suspended or on hold will be included in the Billing Cycle.
    2. Payment Due. The Customer must ensure that Internet Advertising receives full payment for any and all Services utilized before the beginning of the Billing Cycle, including the initial Billing Cycle. The Customer is solely responsible for ensuring that Internet Advertising receives full payment of an invoice before the due date specified thereon. Internet Advertising may, at its sole discretion, decide not to provide the Customer with Services until Internet Advertising receives full payment in advance.
    3. Methods of Payment. Methods of payment accepted by Internet Advertising are cheque, certified cheque, money order, or credit card (Visa, MasterCard or American Express). If the Customer is paying by check, certified cheque or money order, the payment must be sent to Internet Advertising' address as it appears on the web site. Internet Advertising will charge the Customer a twenty Canadian-dollar ($20.00 CAD) service charge for each check that is not honored or for each credit card payment that is charged back.
    4. Overages. Internet Advertising may charge the Customer for any "Overages", which includes excessive bandwidth and disk space use (which is any use of bandwidth or disk space above the allowance specified in the Customer's particular service package). The Customer is solely responsible for preventing any and all Overages on a daily basis. Customer acknowledges and agrees that Internet Advertising has no obligation to warn the Customer about any pending or actual Overage.
    5. Delinquent Customer's Account. Customer's Account will be deemed "Delinquent" if Internet Advertising does not receive payment for Internet Advertising Services within thirty (30) days after the commencement of a Billing Cycle.
    6. Penalties for Delinquent Customer's Account. The Customer's Account that is Delinquent may be put on hold and the Customer may be prevented from using the Customer's Account. Delinquent Customer's Account may have visitors redirected from the Customer's web site to an Internet Advertising technical support web page. A Delinquent Customer's Account that is unpaid for an entire Billing Cycle may, at Internet Advertising' sole discretion, have any or all files archived, purged, or otherwise deleted. The Customer's Account will continue to accrue charges (including interest charges) while the Customer's Account is on hold.
  9. CANCELLATION REQUESTS
    1. Automatic Renewal. The TOU will bind the Customer, and the Customer will be deemed to have accepted the TOU, upon Internet Advertising' receipt of the Customer's Order Form. The TOU, and the particular service agreement(s) executed between the Customer and Internet Advertising (if any), will automatically renew upon expiration of the relevant Billing Cycle until the Customer makes a proper Cancellation Request.
    2. Cancellation Request Defined. "Cancellation Request" means the Customer's request, in accordance with this TOU, to Internet Advertising to cease the provision of Internet Advertising Services for the particular Customer's Account. For a valid Cancellation Request that Internet Advertising will deem effective, the Customer must make any and all Cancellation Requests according to the following specifications:
      1. Monthly Basis. If the Customer pays on a monthly basis, a Cancellation Request must be given by writing via facsimile, first class postal service (postage prepaid), or by prepaid overnight commercial courier delivered to Internet Advertising' address directly (available on the web site). The Customer may also make a Cancellation Request by telephone call to Internet Advertising' Customer Service Department during the hours of 8:30AM PST to 5:30PM PST, Monday to Friday (excluding holidays). The Cancellation Request must be received by Internet Advertising before 5:30PM PST on the last business day of the particular month in order for the Cancellation Request to be processed by the end of the same month; otherwise, Internet Advertising will automatically renew the Customer's Account for the next month or Billing Cycle. CHARGES ARE NOT PRO-RATED WHEN THE CUSTOMER TERMINATES THE CUSTOMER'S ACCOUNT WITH Internet Advertising.
      2. Non-Monthly Basis. If the Customer pays on a non-monthly basis (three (3), six (6), twelve (12), or other number of multiple months), a Cancellation Request for the Customer's Account must be given by writing via facsimile, first class postal service (postage prepaid), or by prepaid overnight commercial courier delivered to Internet Advertising' address directly (available on the web site). The Customer may also make a Cancellation Request by telephone call to Internet Advertising' Customer Service Department during the hours of 8:30AM PST to 5:30PM PST, Monday to Friday (excluding holidays). Internet Advertising must receive the Cancellation Request before 5:30PM PST, fifteen (15) days before the anniversary date of when Internet Advertising received the Customer's Order for any Services provided by Internet Advertising to be processed before such anniversary date; otherwise, Internet Advertising will be entitled and authorized to, at its own discretion, automatically renew the Customer's Account, and the Customer will be bound and responsible, for the next applicable period. CHARGES ARE NOT PRO-RATED WHEN THE CUSTOMER TERMINATES THE CUSTOMER'S ACCOUNT WITH Internet Advertising.
    3. Full Payment Requirement. The Customer's Account must be PAID IN FULL before any Cancellation Request will be considered effective.
  10. IP Addresses Internet Advertising maintains control and ownership of any and all IP numbers and addresses that may be assigned to the Customer, and Internet Advertising reserves the right to change or remove, at its sole discretion, any and all IP numbers and addresses.
  11. Governing Law and Severability Any agreement, including the TOU, or any other agreement for Internet Advertising Services, between Internet Advertising and the Customer, will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without reference to its conflicts of laws principles. The Customer agrees that any litigation or arbitration between the Customer and Internet Advertising will take place in such jurisdiction, and the Customer consents to personal jurisdiction and venue in that jurisdiction. If any provision or portion of the agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of that agreement will continue in full force and effect.
  12. WAIVER, MODIFICATION AND AMENDMENT Any waiver, modification, or amendment of any provision of the TOU, or other agreement for Internet Advertising Services, initiated by the Customer, will be effective only if accepted in writing and signed by an authorized representative of Internet Advertising.
  13. INDEPENDENT CONTRACTORS Nothing in this Agreement will be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party, except as may be expressly provided herein.
  14. CONSTRUCTION AND INTERPRETATION Wherever in this TOU the masculine, feminine, or neuter gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires. The term "including," wherever used in any provision of the TOU, means "including but without limiting the generality of any description preceding or succeeding such term." The division of the TOU into sections/paragraphs, and the insertion of headings/captions, are for convenience of reference only and will not affect the construction or interpretation of the TOU. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the construction or interpretation of the TOU.
  15. COMPLETE AGREEMENT & EXCLUSIVITY

The TOU, in addition to the any other specific agreement for Internet Advertising Services between Internet Advertising and the Customer, and including the recitals contained in this TOU, constitute the complete understanding and agreement between the Customer and Internet Advertising. Except when expressly agreed to the contrary in signed writing by an authorized representative of Internet Advertising, the TOU supersedes any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct. This TOU, or any other specific agreement for Internet Advertising Services between Internet Advertising and the Customer will each be exclusively between Internet Advertising and the Customer only and will not confer any rights in any third party except as otherwise expressly provided in the TOU.

Internet Advertising Services Inc.

#302 - 2722 Allwood St.  Abbotsford,  BC V2T 3R7   604-556-0211  Toll Free: 1-877-999-4427

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