TERMS AND CONDITIONS

1. PURCHASING OPTIMIZATION SERVICES ON SEARCH ENGINES

Client will be purchasing Search Engine Optimization services from Buy The Map and its affiliates. These Terms and Conditions will be enforced as a contract (the "Agreement"). Following the signing of this Agreement or the selection of the "I accept the terms and conditions" checkbox of the membership form, Buy The Map will provide Advertising Services, publish the digital ad in the selected 411Media Directories Inc. directory and will begin to provide digital advertising in digital directories (electronic or mobile) on or about the date indicated.

Web services include creating or supporting the customer's Google My Business account and optimizing it according to our methods. If the customer already has a Google My Business account, the account will be transferred to 411Media Directories Inc. for the purposes of providing the Advertising Services. Upon termination or expiration of this Agreement, 411Media Directories Inc. will make the Google+ entity available to the customer at the request of the customer, provided that the customer has complied with its payment obligations. The customer will be responsible for all fees payable to third parties or transfer of registration.

2. COLLABORATION

2.1 The client must respect the stipulated order fulfillment deadlines and provide Buy The Map all information reasonably required to fulfill its obligation under this Agreement. If the customer fails to provide all the required information or to respect the stipulated time limits for placing orders, Buy The Map may begin to charge the Client the Fees and provide the Advertising Services as is, or refuse to do so, after making a reasonable effort to communicate with them.

As part of the search engine optimization activities offered by Buy The Map, the Google Specialist Team will support or create your Google My Business (GMB) entity. During the entire period of service, the client, as well as any third party acting on his behalf, will be prohibited from:

- Change the name of the company;

- Change the URL link (website);

- Change the address;

- Remove 411 Media Inc from the list of users;

- Change the user status of 411 media to '' Communications Manager '';

without having first obtained and obtained written permission from Buy The Map.

Any failure by the customer to comply with the terms of this article will release Buy The Map and its affiliates from any obligation in connection with the guarantee offered under the Contract, in particular but not limited to results and exclusivity. After two (2) customer failures, Buy The Map reserves the right to terminate a Contract, without any refund of the fees paid by the customer or any other amount paid by the customer to Buy The Map under the Contract.

Without limiting the scope of this clause, in the event of withdrawal from the directory of 411 Media Inc. by the customer or any third party acting on its behalf, whether voluntary or involuntary, Buy The Map and it’s affiliates reserves the right to terminate the Agreement upon the first breach, without any refund of the fees paid by the customer or any other amount paid by the customer to Buy The Map under the Agreement.

By accepting the Agreement, the customer also expressly waives any claim that he has or may have against Buy The Map following the exercise by Buy The Map of its rights at the end of this article.

3. FIXED DURATION AND AUTOMATIC RENEWAL

3.1. The term of this Agreement and the Services shall be twelve (12) months, unless otherwise agreed in writing between Customer and Buy The Map.

3.2. This Agreement and the Services are automatically renewed for subsequent consecutive periods (each, a "Renewal Period") of the same duration as the initial term of the Contract (the "Initial Term") (the Renewal Periods and the Initial Term collectively referred to as "Term"), unless the customer gives Buy The Map a written notice of non-renewal at least three (3) months prior to the end of the Initial Term or any notice of termination at any time during any Renewal Period, giving three (3) months' notice . Notwithstanding the above, Buy The Map may cease, at its discretion, to offer the Client the Guaranteed Online Positioning in High Demand Markets / Categories at the end of each period.

3.3 The customer undertakes to pay the full amount of the fees due at the end of the Initial Contract Period. In the event that the Customer elects to terminate the Contract during a Renewal Period, at the time and in the manner described herein, the Customer will be required to pay the Expenses owing up to the expiration of the minimum notice of three (3)  month provided herein.

3.4 The client acknowledges that Buy The Map and its affiliates may from time to time change the closing date or publication date of the digital directories and may reduce or increase, in its sole discretion, the Initial Term or any Renewal Period, and the Prorated Fee for the reduction or increase in the Initial Term or the Proxy Period. renewal. The parties agree that no adjustment to the Fees will be made when the reduction or increase in the Initial Term or Renewal Period does not exceed one (1) month.

4. INCREASE IN COSTS

Buy The Map and affiliates may increase the Fees payable under this Contract annually in accordance with its usual practices. The customer must pay the revised fee thus increased to Buy The Map upon receipt of a notice of increase from Buy The Map.

5. DELAY EXPENSES

The Customer agrees to pay the Fees payable under this Agreement upon receipt of the invoice from Buy The Map, which will be sent directly to the customer by Buy The Map. Interest will be held at a rate of 1.25% per month (16.07% per annum) and will apply to any amount remaining unpaid one month after receipt of the invoice.

6. TERMINATION

Buy The Map may at any time terminate this Agreement or terminate any of the services provided herein for any reason by giving Customer thirty (30) days written notice.

7. DEFAULT

7.1. The Customer is in default under this Agreement in the following cases: (a) if the Customer fails to pay the Fees payable under this Agreement; (b) if the client ceases its activities, including but not limited to, if he is removed from his professional association for any reason whatsoever; (c) if, without the consent of Buy The Map, the client reproduces, in whole or in part, the Advertising Services created by Buy The Map in any other media.

7.2. Buy The Map may terminate this Agreement forthwith upon the occurrence of an Event of Default. In addition, all Fees for the remaining Term will become immediately due and payable to Buy The Map as liquidated damages.

8. NO WARRANTY OF SUCCESS FOR THE CUSTOMER

The client acknowledges that for the purpose of promoting Advertising Services, Buy The Map and it’s affiliates may disclose data, including statistics, performance estimates and other types of information, illustrating the results achieved by certain customers of Buy The Map and affiliates or the average results achieved by certain client groups of Buy The Map and it’s affiliates declare that these data are accurate to the best of their knowledge and have been obtained from reliable and independent sources. The client also acknowledges that these data are provided for information only, that Buy The Map does not perform any analysis of the client's business and, therefore, the results obtained by the client could differ significantly.

10. CUSTOMER'S GUARANTEES

The Client warrants that it is authorized to publish digital advertising in the section and territory indicated in the Agreement and that it is authorized to do digital advertising on the Web. The client also guarantees that he holds all permits and licenses that may be advertised, including any license issued by a professional corporation or other regulatory body with jurisdiction over the client's business. Customer understands and agrees that Buy The Map will not perform any such verification. The client will remain solely and solely responsible, with the exception of Buy The Map, of its status with the professional order and / or its membership in the said order, as well as the consequences that result from it or may result therefrom. The customer guarantees that he has all the rights to use the trademarks or trade names contained in the print and digital advertising or its Website and that such use does not contravene any law, including the Law on trademarks, the Copyright Act, and any other intellectual property law.

11. LIMITATION AND EXCLUSIONS

11.1. The client acknowledges that Buy The Map and its affiliates provide a very large number of advertising services and errors may occur. Buy The Map is unable, for economic reasons, to provide Advertising Services in the absence of a clause limiting its liability. Therefore, the customer also acknowledges that this disclaimer constitutes an important basis of this Agreement as well as an essential condition for Buy The Map to provide Advertising Services for the agreed Fee.

11.2. In the event of an error or omission in the Advertising Services, the responsibility of Buy The Map and its affiliates will be limited to the amount of Fees and Expenses payable under this Agreement for the Initial Term or any relevant Renewal Period in respect of the Affected Advertising Services. The client must notify Buy The Map any error or omission in the Advertising Services within forty-five (45) days following the provision of said Advertising Services by Buy The Map Failing to meet this deadline, the customer waives all rights arising from said error or omission.

11.3. At no time and in any way, Buy The Map and its affiliates cannot be held responsible for the decision of a third party to this Agreement. For example, if Google refuses or blocks party or any advertising for reasons not under the control of Buy The Map or any other third parties involved in the hosting , transmission or communication of advertising.

11.4 The client will be entirely and exclusively responsible for ensuring compliance with the terms and conditions of the professional order to which he belongs and his obligations as a member of the order, including but not limited to, for any matter relating to advertising and this, throughout the duration of the contract.

11.5 The client further agrees to indemnify Buy The Map in connection with any dispute or claim arising from a legislative or regulatory provision applying because of the client's membership in a professional order. The customer thus agrees to assume alone all costs, capital, costs and interest, related to any defence or conviction, by judgment or otherwise.

12. MODIFICATION OF THE CONTRACT

The client acknowledges that Buy The Map and affiliates may, from time to time, update these Terms of Sale and the Advertising Services. Buy The Map may change the Advertising Services if the change is to the benefit of the client or does not materially affect the rights and obligations of the customer. The client is bound by all such modifications as soon as he receives a notice to this effect.

13. ASSIGNMENT

Buy The Map and its affiliates may assign this Agreement or any of its obligations and any payment owing thereunder to a third party without the prior written consent of the Client. Customer may not assign this Agreement without the prior written consent of Buy The Map. If the Customer sells its business or assets, it must promptly notify Buy The Map, which may consent to the assignment.

14. TRADEMARKS AND PROPERTY OF ADVERTISING SERVICES

The customer acknowledges that he cannot use the name or one of the trademarks of Buy The Map and its affiliates without the prior written consent. The client also acknowledges that Buy The Map and affiliates owns all intellectual property rights in the Advertising Services, including but not limited to digital advertising and the Website, and the Customer agrees not to reproduce them without the prior written consent of Buy The Map.

15. PERSONAL INFORMATION

If the client is a natural person, Buy The Map will inform him that his personal information will be used to allow Buy The Map and its affiliates to fulfill its obligations under this Agreement and to provide the Advertising Services it has requested. Personal information may be disclosed to agents or subcontractors of Buy The Map as part of the services they perform for Buy The Map regarding Advertising Services. The written agreements of Buy The Map these agents and subcontractors stipulate that personal information may only be used for the purpose for which it is communicated to them and these agents and subcontractors must manage the personal information in such a way as to respect the Buy The Map Confidential Information Policy, which is available at: http://www.buythemap.com/privacy. The customer may forward any request for access or rectification to his personal information to [email protected]

16. APPLICABLE

This Agreement is governed by the applicable laws of Quebec and it is agreed that this contract is concluded in the province of Quebec. Thus, in the event of a dispute, the parties agree to resolve it under the laws of Quebec to the exclusion of any other law of another province, territory or country (this is called a forum selection clause).

ANNEX

1. LIMITATION OF LIABILITY

1.1 The client agrees to defend, indemnify and hold Buy The Map and its affiliates free from liability for reasonable actions, losses, obligations, penalties, fines, damages, court fees and attorney's fees that Buy The Map could incur or suffer as a result of an alleged violation or violation of a third party's intellectual property rights or Canadian Anti-Spam Law.

1.2 Buy The Map and its affiliates makes no representations or warranties of any kind, either express or implied, including any implied warranties of merchantability, condition, design or function, including for any particular purpose, Services. The Services are offered as is. The Client's sole remedy for any claim arising out of this Annex or for any error or omission in the Services is to require Buy The Map to be in contact  and make commercially reasonable efforts to remedy the breach at its expense. If Buy The Map does not remedy the breach, its liability is limited to the sum of the fees payable under this Schedule in the previous twelve months. Buy The Map can not in any way be liable to the customer for damages suffered by third parties, claims made by third parties or special, punitive or indirect damages.

Revised: October 2017

2. SEND EMAILS

2.1 The customer hereby agrees to receive emails from Buy The Map and its direct affiliates, both for the communication about the purchased products and for promotions, although he can unsubscribe from any emails at any time.