Terms of Service kijiji ca

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					                                         KIJIJI.CA
                           SELF-SERVICE ADVERTISING AGREEMENT

1.     Acceptance of Terms:

Marktplaats B.V. (the “Company”, “we” or “us”) makes this Interactive Self-Platform Media
Platform (the “Platform”) available to you (“you” or “Advertiser”) under the terms and conditions of
this Self-Platform Advertising Agreement (the “Agreement”). This Agreement is entered into by
and between you, including without limitation, the entity you represent (if any) as set forth in your
registered Platform account. This Agreement supplements the Company’s Terms of Use (the
“Terms of Use”) and applies to any Advertising Campaigns you submit through the Platform.

By submitting Ads and Advertising Campaigns through the Platform, you agree to this Agreement,
the Terms of Use, the Company Privacy Policy (the “Privacy Policy”) and all other policies or
notices posted by us through the Platform or on our websites (collectively, the “Company
Policies”). If you do not agree to the Company Policies, including this Agreement, please do not
submit your Advertising Campaign through the Platform. We reserve the right to change the
Company Policies, including this Agreement, in our discretion. If any such modification is
unacceptable to you, your sole right is to withdraw from the Platform and cease using the services
available through it. Your continued use of the Platform following such modification and/or
notification shall constitute your binding acceptance of any change(s) to this Agreement.

2.     Your Advertising Campaigns

In this Agreement:

“Ads” mean any information, data, text, photos, graphics, rich media, messages, tags, interactive
features, or any other materials used to promote a product or a service.

“Advertiser” means an entity that will use the services available through the Platform to deliver
Ads.

“Advertising Campaign” means a package of promotions which will include Ads and other
promotional elements that the Company may offer through the Platform.

“Campaign Start Date” means the first date on which your Advertising Campaign is scheduled to
run on a Company Property for a particular Order.

“Company Property” means Kijiji.ca (including its city and regional sites) and/or any successor
URL as designated by the Company from time to time.

“Order” means the insertion order that you place through the Platform that specifies the size and
format of your Ads, the dates on which your Advertising Campaigns are to be run, the rate(s) that
you will pay for the delivery of your Ads on Company Properties, and any other information
necessary to facilitate the fulfillment of your Advertising Campaign.

You understand that you are solely responsible for any Ads purchased through your Platform
account, and the consequences of posting or publishing such Ads. You must submit your Ads in
accordance with the fulfillment instructions and specifications set forth in the Order and any other
advertising criteria and specifications (including content limitations, technical specifications, privacy
policies, user experience policies, policies regarding consistency with Company’s public image,

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community standards regarding obscenity or indecency (taking into consideration the portion(s) of
the Kijjiji site on which the Ads are to appear), other editorial policies, and material due dates) or
other guidelines (collectively, the “Company Ad Requirements”).

We reserve the right to reject any Ads that do not conform to the instructions and specifications set
forth in the Order or the Company Ad Requirements. In addition, Company reserves the right within
its discretion to reject or remove from its sites any Ads for which the Advertising Materials or the
website to which the Ad is linked are, or may tend to: (i) bring disparagement, ridicule, or scorn
upon Company or any of its affiliates (as defined below); (ii) promote sexually explicit materials;
violence; the purchase or use of firearms or weapons; illegal activities; fake or counterfeit items;
gambling or betting; discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age; political content or activities; medical drugs; slanderous or defamatory
statements; alcohol or tobacco products; and/or direct competitors of Company or any of its
affiliates; or (iii) infringe upon others’ rights, including intellectual property rights.

If we reject your Ads, we may either: (i) provide you with notice of rejection and an opportunity to
cure the deficiencies respect to Your Ads; or (ii) cancel the Order in its entirety. We reserve the
right to delete at any time any of your Ads that violate the Company Ad Requirements or that we
believe to be inappropriate for any reason. You are not entitled to any refund, credit, or payment if
we delete any of your Ads which we believe violate the Company Ad Requirements and/or
Company Policies, including this Agreement. However, you will be entitled to receive a refund for
non-compliant Ads that have not yet been served.

Once Company receives your Order, we will make commercially reasonable efforts to notify you
within two (2) business days if your Order is approved. Until you receive confirmation that your
Order is received and approved by Company, your Advertising Campaign will not commence.
Company reserves the right to reject any Order for any reason at any time, including but not limited
to if your Order falls under an excluded inventory category as determined in Company’s sole
discretion and/or if your Advertising Campaign has already commenced.

3.     Fees and Payment

Once you submit an Order, in order to secure the inventory you have requested, you will be asked
to pre-pay for placement of your Ads through the Platform at a per impression, per-click or other
rate which is determined at the time you fund your Platform account, and that the actual cost to you
may vary based on the operation of your Advertising Campaign and the Platform.

The Company cannot guarantee how long any pre-payment you make will last, as this depends on
the level of advertising inventory in your Order. Thus, funds in your Platform account may be spent
sooner than you anticipated. If the Platform fails to fully or partially deliver the Ads set forth in your
Order once you have pre-paid, the Company or its agent will issue you a credit to your Platform
Account for the undelivered Ads.

If you are past due on any payment or payment cannot be collected, we reserve the right not to
display or to cease displaying your Ads through the Platform; however, this does not relieve your
obligation to pay any amounts due hereunder.

4.     Method of Payment

When you supply us or our agents with a payment method such as a credit card or bank account
information (“Payment Method”), you authorize us (or our agents) to bill your Payment Method for
any and all charges and fees, including recurring payments, that you incur through the Platform.
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You also authorize us (or our agents) to exchange information related to the transaction with the
company issuing the Payment Method. The types of Payment Methods that we accept and the
timing of billing of fees are as described in the Platform.

We may change the terms under which we will accept Payment Methods from time to time, but will
provide you with sufficient advance opportunity to discontinue using that Payment Method prior to
the change.

If we permit storage of Payment Method information, the following applies: (i) you agree to keep
your Payment Method information on file with us or our agents current, and also authorize us to
update your Payment Method information with data that we or our agents obtain from your financial
institution, the issuer of your credit card or from MasterCard, Visa or American Express; and (ii)
you authorize us or our agents to retain your Payment Method information until such time as you
revoke this authorization in accordance with procedures prescribed by us. Any revocation by you of
this authorization shall become effective when all charges and fees associated with your use of the
Platform have been fully satisfied. Your revocation of authorization has no effect on your liability for
charges and fees that you have incurred in connection with the Platform prior to such revocation.
[NTD: Kijiji to comment on the above. If the above is used we will have to add additional
language here]

5.     YOUR REGISTRATION OBLIGATIONS

In connection with your use of the Platform, you shall: (a) provide us with true, accurate, current
and complete information about yourself as prompted by the Platform registration form (such
information being the “Registration Data”) and (b) at all times maintain and promptly update the
Registration Data to keep it true, accurate, current and complete. If you provide any information
that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect
that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend
or terminate your account and refuse any and all current or future use of the Platform (or any
portion thereof).

6.     ACCOUNT, PASSWORD AND SECURITY

In order to use the Platform, you will be obliged to create a password and account during the
registration process. You are responsible for maintaining the confidentiality of your password and
account, and are fully responsible for all activities that occur under your password or account. You
agree to (a) immediately notify us of any unauthorized use of your password or account or any
other breach of security, and (b) ensure that you exit from your account at the end of each session.
We cannot and will not be liable for any losses or damages arising from your failure to comply with
this Section.

7.     CONDUCT

In using the Platform, you understand that you are liable for all information, in whatever form,
(“Information”) that you make available to your customers. You agree not to use the Platform to:

a.     upload, post, email, transmit or otherwise make available any Information that is unlawful,
harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive
of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b.     harm minors in any way;

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c.      Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation
with a person or entity;

d.     forge or otherwise manipulate identifiers in order to disguise the origin of any Information
transmitted through the Platform;

e.     upload, post, email, transmit or otherwise make available any Information that you do not
have a right to make available under any law or under contractual or fiduciary relationships (such
as inside information, proprietary and confidential information learned or disclosed as part of
employment relationships or under nondisclosure agreements);

f.     upload, post, email, transmit or otherwise make available any Information that infringes any
patent, trade-mark, trade secret, copyright or other proprietary rights (collectively, “Intellectual
Property Rights”) of any party;

g.      upload, post, email, transmit or otherwise make available any unsolicited or unauthorized
advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other
form of solicitation, except in those areas that are designated for such purpose and within the
scope of such designation;

h.      interfere with or disrupt the Platform, servers, networks or infrastructure connected to the
Platform, or disobey any requirements, procedures, policies or regulations of networks connected
to the Platform;

i.      intentionally or unintentionally violate any applicable local, provincial, state, national or
international law, and any regulations having the force of law; or

j.     stalk or otherwise harass another user.

You acknowledge and agree that we may preserve Information and may also disclose Information
if required to do so by law or in the good faith belief that such preservation or disclosure is
reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to
claims that any Information violates the rights of third-parties; or (d) protect the rights, property, or
personal safety of the Company, its agents, other users of the Platform and/or the public. You
understand that the technical processing and transmission of the Platform, including your
Information, may involve (a) transmissions over various networks; and (b) changes to conform and
adapt to technical requirements of connecting networks or devices.

8.     Reports; Under-Delivery

Promptly after the Campaign Start Date, the Company will make available to you reports that: (i)
confirm that your Ads have begun to run in accordance with the terms of the applicable Order; and
(ii) for Ads, detail fulfillment of the terms of the applicable Order based on Company’s ad serving
and tracking technology, which shall govern the calculation of fees payable under each Order
(collectively, the “Reports”).

9.     Advertising Agencies and other Representatives

If you are an advertising agency, reseller, outsourced marketer or other entity representing an
Advertiser (“Representative”), this section applies, and in such case, “you” and “your” means
Representative, any affiliates of Representative who executes a Advertising Campaign or
otherwise submits Ads through the Platform on behalf of an Advertiser.

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You represent, warrant, and covenant that: (i) you are the authorized agent of the Advertiser and
you have the legal authority to enter into this Agreement and the Terms of Use on behalf of the
Advertiser, make all decisions, and take all actions relating to the Advertiser’s Platform account; (ii)
by executing an Order, submitting Ads to the Platform or otherwise enrolling an Advertiser in the
Platform, the Advertiser is also entering into this Agreement and the Terms of Use; (iii) you will not,
without Company’s prior written consent: (a) make any representation, guarantee, condition, or
warranty concerning the Platform, or that you are an affiliate or partner of Company, (b) make any
commitments (e.g., guarantees as to placement of Ads) to an Advertiser or potential Advertiser, (c)
negotiate any terms or conditions related to the Platform which are inconsistent with this
Agreement or the Terms of Use, or (d) engage in any telesales or telemarketing in connection with
the Platform; and (iv) you will perform your duties pursuant to this Agreement and the Terms of
Use in a professional manner consistent with the requirements established by the Company.

Without limiting any other provision of this Agreement, Representative and each Advertiser shall be
jointly and severally liable for all payment obligations under this Agreement and the Terms of Use.

10.    Fraudulent Activity

You acknowledge that while the Company or its agents will take reasonable efforts to credit your
account if it discovers any fraudulent activity (such as click-fraud), the Company is not able to
determine with certainty in all cases whether fraud has occurred. If you suspect that your Ads have
been subject to any such fraudulent activity, please notify us. However, we shall not be liable for
any fraudulent activity of any third party and you are not entitled to refunds, credits, or make-goods
except as determined in our sole discretion. You agree that neither we nor our agents shall have
any liability related to fraudulent activity of third parties.

11.    Modifications to the Platform

We reserve the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Platform (or any part thereof) with or without notice. You agree that we shall not
be liable to you or to any third party for any modification, suspension or discontinuance of the
Platform.

12.    Intellectual Property Rights

a.      By submitting Ads through the Platform, you represent and warrant that you either own all
the Ads or you have the right to display the Ads. You additionally represent and warrant that you
have the right to allow us to make your Ads available for others to view and use as part of the
Platform without requiring that any such use be subject to additional obligations or terms. If you do
not have these rights, do not submit the Ads. By submitting your Ads, you grant us a worldwide,
non-exclusive, royalty-free, fully-paid, transferable and sublicensable license to use, reproduce,
distribute, prepare derivative works of, display, and perform your Ads in connection with the
Platform, in any media formats or in tangible form and through any media channels now known or
hereinafter developed.

b.      Company and its service providers and agents retain all right, title and interest (including all
Intellectual Property Rights) in and to the Platform and content which is included in the Platform
(other than your Ads). You agree not to disable, interfere, or try to get around any security features
of the Platform, preventing or restricting use or copying of any Ads, or enforcing the limits on the
use of the Platform or the Ads delivered through the Platform.

c.    Any trade-marks, service marks, logos and product and service names (collectively,
“Marks”) are those of the Company, its respective agents or service providers and you agree not to
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display or use in any manner, those Marks without the prior express written permission of
Company, its agents or service providers, respectively.

d.       Lastly, we respect the Intellectual Property Rights of others. You may not use the Platform
to infringe any third party’s Intellectual Property Rights. If we find out that your Ads are infringing
any third party Intellectual Property Right, we will remove your Ads without notice, compensation,
refund, or credit to you. However, you will be entitled to receive a refund for non-compliant Ads
that have not yet been served.

13.    Use of Your Name and Logo

a.       You hereby grant us a limited, worldwide, non-exclusive license to use the Advertising
Materials in connection with the services available through the Platform and to use the Advertiser’s
trade-marks, service marks and logos (the “Advertiser’s Marks”) set forth therein, or as otherwise
specified in writing by Advertiser, solely to display Ads in accordance with Orders. If Advertiser
provides to Company Advertising Materials containing any third party content (including without
limitation, trademarks and service marks), Advertiser will obtain the rights for Company to display
such third party content pursuant to this Agreement. Such license is non-transferable and non-
sublicensable, except to Company’s Affiliates and agents that shall use such Advertiser’s Marks
solely to display Ads in accordance with the Order and this Agreement. Company hereby admits
and recognizes Advertiser’s exclusive ownership of Advertiser’s Marks and agrees that any
benefits accruing from use of such Advertiser’s Marks will automatically vest in Advertiser.

b.      You agree that we may use your name and logo(s) in the Platform and in the Company’s
marketing and other materials for the purposes of promoting the Platform and identifying you as a
user of the Platform.

14.    No Resale or Syndication

We are making the Platform available to you for your use only. You may not (and you agree not to)
use, copy, distribute, transmit, broadcast, sell, or do anything else with the Platform for any other
purpose.

15.    Confidential Information.

a.      “Confidential Information” includes (i) all information marked as “Confidential,”
“Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving
party (“Recipient”); and (ii) information and data provided by Discloser, which under the
circumstances surrounding the disclosure should be reasonably deemed confidential or
proprietary. Discloser and Recipient agree that each Discloser’s contribution to Order Details (as
defined below) shall be considered such Discloser’s Confidential Information. “Confidential
Information” will not include information which: (i) was previously known to Recipient; (ii) was or
becomes generally available to the public through no fault of Recipient; (iii) was rightfully in
Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was
communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient
independently of, and without reference to, Confidential Information of Discloser; or (v) was
communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality.

b.       Recipient will protect the Confidential Information of Discloser in the same manner that it
protects its own information of a similar nature, but in no event with less than reasonable care.
Recipient shall not disclose Confidential Information to anyone except an employee, agent or
affiliate who has a need to know same, and who is bound by confidentiality and non-use
obligations at least as protective of Confidential Information as are those in this section. Recipient
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will not use Discloser’s Confidential Information other than as provided for hereunder or on the
Order. However, Recipient may disclose Confidential Information of Discloser in response to a
valid order by a court or other governmental body, as otherwise required by law or the rules of any
applicable securities exchange, or as necessary to establish the rights of either party under this
Agreement; provided, however, that both Discloser and Recipient will stipulate to any orders
necessary to protect such information from public disclosure.

c.     In this Agreement, the following terms shall have the following meanings:

“Aggregated” means a form in which data gathered under an Order is combined with data from
numerous Advertising Campaigns of numerous advertisers (including the Advertiser) and
precludes identification, directly or indirectly, of the Advertiser.

“Order Details” are details set forth on an Order but only when expressly associated with the
applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad
placement information, and Ad targeting information.

“Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to
the Order (e.g., number of impressions, interactions, and header information), but excluding Site
Data or Order Details.

“Repurposing” means retargeting a user or appending data to a non-public profile regarding a
user for purposes other than performance of the Order.

“Site Data” is any data that is (A) pre-existing Company data used by Company pursuant to an
Order; (B) gathered pursuant to the Order during delivery of an Ad that identifies or allows
identification of Company, the Site, brand, content, context, or users as such; or (C) entered by
users on the Site other than User Volunteered Data.

“User Volunteered Data” is personal information collected from individual users by Company
during delivery of an Ad pursuant to the Order, but only where it is expressly disclosed to such
individual users that such collection is solely on behalf of Advertiser.

d.     Unless otherwise authorized by Company, Advertiser will not use Order Details,
Performance Data or Site Data for Repurposing.

e.      Company and/or its agents may use Performance Data, or a user’s recorded view or click
of an Ad, on an Aggregated basis and in a way that precludes identification of the Advertiser, for
internal reporting or internal analysis or to otherwise improve the Platform and its services without
compensation or further notice to you.

f.     All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted
privacy policy, and is considered Confidential Information of Advertiser. Any other use of such
information will be set forth on the Order. All Site Data is the property of Company, is subject to
Company’s posted privacy policy, and is considered Confidential Information of Company. Any
other use of such information must be set forth on the Order.

g.     Company and Advertiser will post on their respective web sites their privacy policies and
adhere to their privacy policies, which will abide by all applicable laws. Failure by Company or
Advertiser to continue to post a privacy policy or non-adherence to its own privacy policy is
grounds for immediate cancellation of the Order by the other party.


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h.      Advertiser and Company will at all times comply with all federal, provincial and local law,
ordinances, regulations and codes which are applicable to their performance of their respective
obligations under this Agreement. You acknowledge that disclosure of Company Confidential
Information would cause substantial harm to Company that could not be remedied by the payment
of damages alone and therefore that upon any such disclosure by you, Company shall be entitled
to appropriate equitable relief in addition to whatever remedies it might have at law.

16.    DISCLAIMER OF WARRANTIES

a.     Company represents and warrants that Company has all necessary permits, licenses, and
clearances to sell the Ads represented on the Order subject to this Agreement.

b.     Advertiser represents and warrants that Advertiser has all necessary licenses and
clearances to use the content contained in the Ads and Advertising Campaigns.

c.      ADVERTISER ACKNOWLEDGES THAT THE PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE” AND USED BY ADVERTISER AT ITS OWN RISK AND COMPANY MAKES NO
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND
WHATSOEVER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PLATFORM, THE
SERVICES DELIVERED THROUGH THE PLATFORM, AND ALL REPRESENTATIONS,
WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED ARE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. Without limiting the
generality of the foregoing, the Company does not warrant the performance, availability,
uninterrupted use or operation of the Platform and neither the Company nor its agents assume any
responsibility for the timeliness, deletion, misdelivery or failure to store any settings and
information.

d.        For greater clarity, neither the Company nor its agents make any warranty that (i) the
Platform will meet your requirements, (ii) the Platform will be uninterrupted, timely, secure, or error-
free, (iii) the results that may be obtained from the use of the Platform will be accurate or reliable,
(iv) the quality of any products, services, information, or other material purchased or obtained by
you through the Platform will meet your expectations, and (v) any errors in the underlying software
of the Platform will be corrected.

e.     Additionally, any material downloaded or otherwise obtained through the use of the
Platform is done at your own discretion and risk and that you will be solely responsible for any
damage to your computer system or loss of data that results from the download of any such
material.

17.    LIMITATION OF LIABILITY

a.   OTHER THAN FOR DAMAGES ARISING UNDER SECTION 15 ABOVE, YOU
EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE,
DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO
USE THE PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED
INTO THROUGH OR FROM THE PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF

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ANY THIRD PARTY ON THE PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE
PLATFORM.

18.    Indemnity

a.      You agree to defend, indemnify and hold harmless Company, its affiliates and their
respective directors, officers, employees, suppliers, partners and agents from and against any
claim, demand, losses, damages or expenses (including reasonable legal fees and disbursements)
(collectively “Losses”) resulting from any claim, judgment or proceeding (collectively, “Claims”)
brought by any third parties and resulting from: (i) any of your Ads or Advertising Campaigns; (ii)
your use of the Platform; (iii) your violation of this Agreement (including Section 15); (iv) any
Information that you submit, post, transmit or make available through the Platform; (v) your
violation of any third party Intellectual Property Rights. Your indemnification obligation will survive
the termination of this Agreement and your use of the Platform.

b.        We will promptly notify you of any Claims of which we become aware (provided that a
failure or delay in providing such notice will not relieve your obligations except to the extent you are
prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to you at your
expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate
at our own expense in the defense of all Claims. We agree that you will have sole and exclusive
control over the defense and settlement of all Claims; provided, however, that you will not
acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or
liability on us without our prior written consent.

19.    Termination; Cancellation.

a.       Either party may terminate this Agreement if the other party: (a) fails to cure any material
breach of this Agreement within fourteen (14) days after written notice of such breach; (b) ceases
operation without a successor; or (c) seeks protection under any bankruptcy, receivership,
creditors arrangement, composition or comparable proceeding, or if any such proceeding is
instituted against such party (and not dismissed within sixty (60) days thereafter). In addition to any
other rights and obligations under this Agreement, either party may terminate an Order upon the
provision of forty-eight (48) hours prior written notice to the other party.

b.     In addition to the foregoing, You agree that we may, in our sole discretion, terminate your
Platform account (or any part thereof) or use of the Platform, and remove and discard any
Information within the Platform, if we believe that you have violated or acted inconsistently with this
Agreement. We may also, in our sole discretion and at any time discontinue providing the Platform
or any part thereof, with or without notice. You agree that any termination of your access to the
Platform under any provision of this Agreement may be effected without prior notice, and
acknowledge and agree that we may immediately deactivate or delete your account and all related
information and files in your account and/or bar any further access to such files or the Platform.
Further, you agree that we shall not be liable to you or any third-party for any termination of your
access to the Platform.

20.    Force Majeure.

a.     Excluding payment obligations, neither party will be liable for delay or default in the
performance of its respective obligations under this Agreement if such delay or default is caused
by conditions beyond its reasonable control, including but not limited to, fire, flood, accident,
earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or
labour disputes. In the event that the Company suffers such a delay or default, the Company will
make reasonable efforts within five (5) business days to recommend a substitute transmission for

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the Ad or time period for the transmission. If no such substitute transmission or time period is
reasonably acceptable to Advertiser, the Company will allow Advertiser a pro rata reduction in the
space, time and/or program charges hereunder in the amount of money assigned to the space,
time and/or program charges at time of purchase. In addition, Advertiser will have the benefit of the
same discounts that would have been earned had there been no default or delay.

b.    To the extent that a force majeure has continued for five (5) business days, the Company
and Advertiser each have the right to cancel the remainder of the Order without penalty.

21.    Miscellaneous.

a.      Advertiser may not resell, assign or transfer any of its rights or obligations hereunder, and
any attempt to resell, assign or transfer such rights or obligations without Company’s prior written
approval will be null and void. The Company is hereby expressly entitled to assign or transfer the
Orders, including its obligations thereunder, and this Agreement, in whole or in part, to an affiliate.
All terms and provisions of this Agreement and each accepted Order will be binding upon and inure
to the benefit of the parties hereto and their respective permitted transferees, successors and
assigns.

b.     In the event of any inconsistency between the terms of an Order and this Agreement, the
terms of the Agreement will prevail.

c.     No modification of this Agreement or any Order will be binding unless in writing and signed
by both parties. If any provision herein is held to be unenforceable, the remaining provisions will
remain in full force and effect. All rights and remedies hereunder are cumulative.

d.     The Advertiser’s relationship with Company will be that of an independent contractor and
nothing herein (or in any Order) should be construed to create a partnership, agency, joint venture,
or employer-employee relationship between Company and the Advertiser.

e.     Any notice required to be delivered hereunder will be deemed delivered three (3) days after
deposit, postage paid, in Canada Post, return receipt requested, one (1) business day if sent by
overnight courier service, and immediately if sent electronically or by fax. All notices to Company
and Advertiser will be sent to the contact as noted on the Order. The Platform may also provide
notices of changes to the Agreement or other matters by displaying notices or links to notices to
you generally on the Platform.

f.      Sections 1, 3, 4, 10, 12, 15, 16, 17, 18, 20 and 21 will survive termination or expiration of
this Agreement. In addition, each party will promptly return or destroy the other party’s Confidential
Information and remove Advertising Materials and Ad tags upon termination or expiration of this
Agreement.

g.      This Agreement has been drafted in the English language at the express request of the
parties. Ce contrat a été rédigé en langue anglaise à la demande expresse des parties.

h.       This Agreement and the applicable Order shall be governed under the laws of the Province
of Ontario and the federal laws of Canada applicable therein (excluding any conflicts of laws). The
parties agree that all claims, legal proceeding or litigation arising in connection with this Agreement
will be brought solely in the provincial and federal courts located in Toronto, Ontario. No
modification of this Agreement or any Order shall be binding unless in writing and signed by both
parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in
full force and effect.

i.     Please report any violations of this Agreement here.
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TOR_LAW\ 7797628\4




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