Terms and Conditions – BJMédia inc. Contract

The following policies and clauses form an integral part of the contract.

IT IS UNDERSTOOD THAT the following form an integral part of the contract: the appendices, addenda, sales documents issued by BJMédia inc. in relation to this contract and attached to it. Special Additional Conditions and their updates are available at the following address: www.bjmedia.ca/en/terms-of-sale/. The Client hereby declares having read and accepted all of these conditions.

IT IS UNDERSTOOD THAT any approval, communication, bid, proposal or correspondence, verbal or written, exchanged or concluded previously or not listed in the contract, its appendices, its addenda, complementary sales documents, website or renewal form, has no value, legal or otherwise, for either BJMédia inc., the Client or any other interested party.

1. CREDIT APPROVAL

The Client acknowledges that this Agreement is strictly conditional on the approval of the Client’s credit by BJMédia inc. At any time, BJMédia inc. may cancel this Agreement if it unilaterally believes that the Client’s credit is not satisfactory.

2. PUBLICATION POLICIES

(1) The Client certifies that he has all the rights, authorizations, permits, accreditations, copyrights, trademarks, applicable licences or any other permissions required for the use, publication and development of all texts, illustrations, photos, visual materials, media or other materials appearing on the products concerned by the Agreement. BJMédia inc. assumes no liability for the unauthorized use of elements published on the performance of this contract. This contract describes all the costs of services included in the package and options selected by the Client. (2) The Client must provide the required materials to be used for creating his product(s) or service(s), and remains the only party responsible for tardiness or any production delays caused by the late delivery of this material. The Client must provide the material necessary for the implementation of his products and/or services and is the only person responsible for production delays caused by the late submission of this material. When proofs are sent to the Client for review, corrections or approval, the Client must email a BJMédia inc. representative within ten working days of receipt of the proofs if he wants to make any corrections. If the Client fails to respond before the deadline, BJMédia inc. reserves the right to publish the product according to the submitted proof. (3) The Client may not use the names and trademarks of BJMédia inc. and its various divisions or reproduce in whole or in part products and content published or put online by BJMédia inc. without the written permission of BJMédia inc.

3. ADMINISTRATIVE POLICIES

(1) The Client agrees to make his payments according to the terms of payment established with the BJMédia inc. representative and set out in this contract. Production and dissemination will begin only after payment of the first installment. (2) In the case where the Client does not comply with the agreed terms of payment, all the services stipulated in the contract will be interrupted until said payment is received. (3) Any unpaid balance 30 days after the billing date will be charged interest at the rate of 2.0% per month and 24% per year. Interest is calculated daily and compounded monthly for every 30-day period after the scheduled payment date. Any partial payment shall be applied first to the interest and then to the principal, starting with the overdue amounts farthest from the date of payment. (4) The Client must pay charges of seventy-five dollars ($75.00) for a non-sufficient funds (NSF) cheque or a stop payment order. (5) The Client may not assign or transfer any of his rights or obligations relating to this Agreement to a third party, without the prior written consent of BJMédia inc. (6) Since this is a financing plan and not a subscription, after the monthly payment is late for two months or NSF cheques have been received for two months in a row, the full amount of the debt will become due immediately, and BJMédia inc. will be entitled to demand the payment in full of the total outstanding balance of the contract. (6) This contract is subject to the Client’s credit approval by BJMédia inc., which reserves the right to carry out routine investigations and to communicate the information obtained to third parties.

4. CANCELLATION POLICIES

(1) This contract is non-cancellable. The Client expressly waives his rights under article 2125 of the Quebec Civil Code, specifically his right to terminate this Agreement. This Agreement may be cancelled, however, by either party by a written notice given to the other party in the event that the latter is in significant breach of its contractual obligations and that the defaulting party fails to remedy this situation within 20 days of the receipt of said notice. This Agreement may be terminated without notice by BJMédia inc. if the Client is in default of payment or if the Client refuses to cooperate or obstructs the delivery of services provided by BJMédia inc. (2) Upon the termination of this Agreement and in addition to the amounts owing on the date of the receipt of the notice, BJMédia inc. is also entitled to claim production costs, accommodation costs, supervision, suppliers’ technical services and any other expenses related to the performance of the contract in question, including fixed cancellation fees of 50% of the outstanding balance of the contract up to 100% of the costs incurred by BJMédia inc. for the delivery of the services contained therein. (4) IN THE CASE OF MULTIYEAR CONTRACTS, the conditions above will apply. Moreover, packages are payable in full in the first year (the payment for two years of service upon the signature of the contract could provide substantial discounts) are not eligible for any refund in the event of a request for service interruption. (5) ALL CONTRACTS (non-annual or multiyear) WITH AUTOMATIC MONTHLY RENEWAL may not be cancelled during the first three months following the service activation date. A three months’ notice prior to the interruption of services is required for any cancellation request.

5. WARRANTY POLICY AND LIMITATION OF LIABILITY

(1) BJMédia inc. makes no warranties whatsoever, either express or implied, including the implied warranties of marketability, condition, design or operations ꟷ especially for a particular purpose ꟷ with regard to its products or services. For any claim in connection with this Appendix or for any errors or omissions in products and services, the Client’s exclusive remedy is to require that BJMédia inc. make all commercially reasonable efforts to remedy the breach, at its expense. If BJMédia inc. does not remedy the breach, its financial liability is limited to the sum of the costs incurred by the Client, directly related to the problematic product or service. BJMédia inc. can in no case be held liable for damage suffered by third parties and declines any liability for managing claims made by third parties, including special, punitive or indirect damage. (2) Since it does not have full control over such parameters, BJMédia inc. does not certify that the keywords and phrases identified in the context of search engine optimization (SEO) or that the position of the Network411.ca directory on search engines such as Google will ensure that the Client has a specific position on said search engines, or that a given volume of replies or specific results generated by the product or its use. (3) Similarly, BJMédia cannot guarantee that the Client will obtain the same results as those obtained by other clients. (4) All of the visual materials, videos and materials posted on Network411.ca (an entity of BJMédia inc.) are fully guaranteed under the binding agreement between the Client and BJMédia inc. (5) Google regularly makes adjustments to its algorithm, which may have an impact on the positioning of websites in its search engine. Generally speaking, BJMédia inc. is able to make adjustments in its clients’ best interest. However, it is possible that some changes are impossible to anticipate, and they may demand more time and resources to maintain or improve their positioning. In these conditions, additional costs may be charged to the Client, who is always free to accept them and to pay for them or not.

6. PROMOTION SERVICE

The Client acknowledges that, to promote his services, BJMédia inc. may communicate data such as statistics, performance estimates and other types of information illustrating the results obtained by some of its clients. BJMédia inc. agrees that such information is accurate to the best of its knowledge and has been obtained from reliable and independent sources. The Client also acknowledges that the data is provided only for information purposes and that BJMédia inc. does not perform an in-depth analysis of company results taken as an example; consequently, it is possible that the company’s actual results may differ significantly from BJMédia inc.’s forecasts. BJMédia inc. may publish its name and related information on projects completed for the client. This information may be removed if requested explicitly by said client.

7. AUTOMATIC RENEWAL OF HOSTING AND DOMAIN NAMES

To ensure a constant and uninterrupted service for its clients and their customers, BJMédia inc. will renew and automatically charge website hosting products and domain names annually on their expiry dates, without notice to the Client. To cancel one or more of these products, the Client must contact BJMédia inc. at least 30 days before the expiry date of these products.

8. MAINTENANCE

Unless specifically stated in this Agreement, all support and maintenance services must be contracted under a separate agreement between the Client and BJMédia inc. BJMédia inc. does not support or maintain third parties’ products or products resulting from changes by a third party to BJMédia inc.’s work.

9. COPYRIGHT

Any content provided to BJMédia inc. by the Client for the purpose of designing a Product remains at all times the Client’s intellectual property. It is understood that BJMédia inc. will have no rights to such content, other than for uses expressly set out in this contract, or to develop and design the Product. The Client agrees that BJMédia inc. can use or purchase licences from third parties for goods or services that are required in order to design and develop the Product. These products may include, but are not limited to applications, music, images or any other protected work (“external content”). The Client understands and acknowledges that any external content used to design and develop the product remains the property of BJMédia inc. This content may also be used or have been used in the design and development of products other than that of the Client. BJMédia inc. reserves the right to display the Product and other design elements relating to it as an example of its work in its portfolio and promotional materials.

10. DISCLAIMER OF LIABILITY

(1) In the event of a mistake or omission in entries to the Network411 directory, BJMédia inc.’s liability is limited to the total costs incurred by the Client directly related to the Product. The Client must advise BJMédia inc. of any error or omission in the Network411 within a period of 30 days of the posting. After this deadline, the Client waives all compensation whatsoever for the error or omission in question. (2) The Client undertakes to hold BJMédia inc. harmless from any material damage related to the Products, such as financial losses incurred because of computer hacking or damage caused by a virus.

11. DEFAULT

The Client will be in default under this contract if one of the following situations occurs: – The Client is in default of payment; – The Client obstructs the performance of work; – The Client issues a non-sufficient funds cheque (NSF). BJMédia inc. is entitled to immediately cease the delivery of services following the occurrence of one of the above-mentioned situations. Further to the exercise of this right by BJMédia inc., this Agreement shall be deemed cancelled, subject to penalties set out in article 4. The Client’s default should not be considered a notice of automatic termination of the agreement.

12. SEVERABILITY

The possible illegality or invalidity of an article, a paragraph or a provision (or part of an article, a paragraph or a provision) cannot affect in any way whatsoever the validity of the other articles, paragraphs or provisions of this contract or the rest of this article, paragraph or provision.

13. ENTIRE AGREEMENT

This Agreement and its appendices represent the full and entire agreement between the parties. Any statement, representation, promise or condition that is not written in this contract shall not contradict, modify or affect the terms of this Agreement in any way whatsoever. The Agreement may only be amended by another written document, which must be signed by all the parties.

14. APPLICABLE LAW AND ELECTION OF DOMICILE

This Agreement is subject to the laws in force in the Province of Quebec. The parties agree to elect domicile in the judicial district of Beauharnois, Province of Quebec, Canada, and choose it as the appropriate district for the hearing of any claim arising out of the interpretation, application, fulfillment, implementation, validity and effects of this contract.

15. APPLICATION OF THE AGREEMENT

BJMédia inc.’s failure to enforce any right under this Agreement should not be construed as a waiver of BJMédia inc.’s right to apply the same or any other rights, terms or conditions.

16. COUNTERPARTS

Once initialled and signed by all the parties, each copy of this contract and its appendices shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The transmission and the signature of this contract and its appendices by fax or by email are also binding on the parties.

17. PROVISIONS OF THIS AGREEMENT

(1) The provisions of this Agreement apply to the parties and their respective successors and assigns and incur their liability. (2) The Client may not assign this Agreement without the prior written consent of BJMédia inc. If the Client sells his business or assets, it must notify BJMédia inc. immediately, which can consent to the assignment.

18. AMENDMENTS TO THE AGREEMENT

Any additions, withdrawals, removals or other amendments to the provisions of the Agreement must be initialled by both parties to be binding.

The Client declares being fully satisfied with the terms and conditions of the Agreement and confirms that he has had the opportunity to obtain legal advice related to his rights and obligations in connection with the Agreement. In cases where the Client is a company, its representative is duly authorized by the company to represent it. This Agreement constitutes a contract between the parties.

Revised: September 2016