SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT ("Agreement") by and between MAINTAIN YOUR HOME.CA INC. ("Publisher") and YOU ("Client", the legal name of which is identified on your webpage or information provided to the Publisher).

WHEREAS www.maintainyourhome.ca is a “Website” available through the World Wide Web for the purpose of maintaining a web directory of businesses which provide home maintenance, home renovation and/or home improvement services or related trades to consumers in communities across Canada;
AND WHEREAS the parties intend this Agreement to govern the terms and conditions of the purchase of advertising space on Publisher's Website by Client for viewing over the Internet;
IN CONSIDERATION of the mutual promises contained in this Agreement, the parties agree as follows:

1. Definitions

(a) "Web Page” refers to a document on the Website, consisting of an HTML file and any related files for scripts and graphics containing information and data provided by Client to Publisher to be used to display an on-line advertisement of Client, and may include  a hyperlink to Client’s website and email address.

(b) "Click-throughs" refer to hits on Client’s Web Page originating in viewers choosing a link provided on the Website.

(c) "Hits" refer to visits to the Website by Internet viewers.

(d) "Usage Statistics" refer to information regarding the number of Hits and Click-throughs.

2. Term, Price and Payment

(a)      The initial term of this Agreement shall commence upon acceptance of this Agreement by Client and shall remain in effect for one (1) year unless terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement shall renew automatically for additional successive one (1) year terms upon receipt of annual payment unless terminated in accordance with the provisions of this Agreement. 

(b)  Advertising services rendered by Publisher hereunder shall be paid for at the rate that is then effect as published on the Website from time to time. 

(c) Payment for the initial term shall be due upon acceptance of this Agreement by Client and shall be paid by credit card or such other payment method(s) as Publisher may make available.  Renewal payments shall be due each anniversary date and shall be paid by credit card or such other payment method(s) as Publisher may make available.

(d) If the Client fails to pay any amounts due under this Agreement in a timely manner in the case of new subscriptions,  or by the renewal date, Publisher shall not be obligated to provide any advertising services to Client and may at its option terminate this Agreement and the display of client information on the website immediately and without prior notice. Termination by Publisher shall not relieve Client from any liability in respect of any amounts owing. 

3. Web Page Placement and Display

(a)     Within 5 days following the initial provision of client information and payment by Client, Publisher shall provide a Client webpage on its Website which includes the standard information accepted by the website (up to the limits specified on the website). In situations where the Publisher is unable to provide a webpage within 5 days the Publisher shall extend the term of the subscription by the number of days beyond the 5 days.

(b)     When the client has paid for the year the Client may amend the information on the Client’s webpage using the on-line amendment process.

(c)     The design, organization and display of information on the website shall be solely at the discretion of the publisher

(d)     Unless otherwise agreed to in writing, the placement and location of the Web Page within the Website shall be within the sole discretion of Publisher.

(e)     Publisher shall employ reasonable care in promoting the Website in order to maintain an acceptable level of Internet traffic through its Website.  Publisher does not guarantee in any way the number of Hits or Click-throughs or the effectiveness of the Web Page in increasing Client's revenue or profits. Publisher cannot control the Internet traffic through the Website, and cannot guarantee that visitors to the Website will view and click through Client's Web Page. Client understands these foregoing limitations of advertising on the Internet, and assumes full responsibility for these uncertainties.

(f)      The Web Page shall be prepared by Publisher using information provided by Client at the time of acceptance of this Agreement (this information may be amended by Client thereafter through giving notice of such changes to Publisher using the steps outlined on the website). Photos and logos submitted to the site will be converted to pixel counts,  sizes and formats displayed on the webpages. Publisher may charge Client reasonable fees for the entering of information submitted in hard copy or by email, the scanning of logos and photographs submitted in hard copy or conversion of digital images submitted in formats not accepted by the website into file formats accepted by the site.

(g)     Publisher shall not be responsible for the accuracy and correctness of the information supplied by Client and displayed on its Website. Clients are responsible for reviewing all information that has been submitted or changed to ensure accuracy (including but not limited to the on-line data entry tools of the website, via email, in hardcopy or verbally).

4. Termination

(a) Client, without cause, may terminate this Agreement by giving Publisher thirty (30) days’ written notice.  Client shall continue to be responsible for any fees due or which may become due and payable within that time and shall not be released from any payment obligations under this Agreement.

(b) Publisher may terminate this Agreement at any time, without penalty or forfeiture of fees paid or due by Client, if Client fails to comply with the terms of this Agreement.

5. Right to Reject Web Page Information

(a)     Publisher shall have the right, in its sole and complete discretion, to refuse to display any Web Page information submitted or amended by Client at any time.

(b)     The Publisher reserves the right at its sole discretion to limit the size and types of fonts, the layout of webpages, the size and pixel count of logos and photographs, and the types and amount of content (as described as the number characters with an approximate number of words) in webpages.

(c)     In particular, Publisher shall have the right to reject information submitted that is incomplete, unintelligible or corrupted format or in a file format that is not accepted by the site. For example, images are accepted only in JPEG format.

6. Usage Statistics

Publisher may from time to time publish Usage Statistics with respect to the Website. Publisher makes no guarantee that actual Usage Statistics will be equal to any published numbers at an given time, and shall not be held liable for any claims by Client in relation to said published Usage Statistics.

7. Representations, Warranties and Covenants

Client represents, warrants and covenants as follows:

(a)     That it has the rights to publish the contents of the Web Page and to permit its use and display by Publisher;

(b)     That the use, reproduction, display or transmission of the Web Page by Publisher will not violate any criminal laws or rights of any third parties, including, but not limited to, infringement of any copyright, trademark, trade secret, patent or other proprietary right, false or misleading advertising, unfair competition, libel or defamation, or invasion of privacy rights.

(c)     That it shall at all times deal fairly with Internet viewers of the Web Page who may or may not retain the services of Client. Client agrees that if frequent complaints are received by Publisher concerning Client regarding the accuracy of information on the Web Page or any website linking there from or otherwise in respect of the services of or dealings with Client, Client agrees that Publisher may remove Client’s Web Page from the Website.

(d) That it shall review its Web Page on a regular basis (at least once a month) to ensure that the information is accurate and that the no changes have been made inadvertently by Client, the Website administrator, or intentionally by hackers.  When the client submits or amends any information for the Client webpage, the client is responsible for reviewing the material immediately after it has been published on the Client webpage.

(e) That should it provide services or trades from multiple offices, it shall register separate subscriptions with Publisher for each store, franchise, operation or facility of Client, as the case may be, and that it shall provide local contact information for such subscription(s).  Client’s agrees that it is not permitted to list only a head office or call centre. 

8. Taxes & Fees For Services

Publisher shall not be liable for taxes or other fees to be paid in accordance with or related to purchases made from Client or services provided by Client to Internet viewers of the Website.  Client agrees to take full responsibility for all taxes and fees of any nature associated with any such products or services sold.

9. Limitation of Liability

(a) Publisher shall not be liable for the contents of any Web Page or the contents of any website which a Web Page provides hyperlinks to. Client shall be solely responsible for any liability arising from the use and display of the Web Page, and shall be responsible for any and all claims made against Publisher in relation to Client's Web Page.

(b) Publisher does not represent or warrant to Client that there will be complete and uninterrupted service during the term of this Agreement. Publisher does not guarantee the continuous accessibility of the Website or Client's Web Page to potential Internet viewers. Client acknowledges that there may be interruptions in service under this Agreement due to the inherent limitations of the Internet, system upgrades, system maintenance and system configuration, and that Publisher assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors.

(c) Publisher shall have no liability for any error or omission in a displayed Web Page.

(d) In no event shall Publisher be liable to Client for any indirect, special, incidental or consequential damages, including but not limited to, any lost revenues or profits, loss of goodwill or any third party claims.

10. Indemnification

Client agrees to indemnify Publisher and save Publisher harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Publisher, arising from Client's breach of any of its representations and warranties or any other obligations under this Agreement.

11. Intellectual Property

All intellectual property rights in the Web Page, including copyright, trademark and industrial design rights shall remain vested in Client, and provision of information to Publisher shall in no way constitute waiver of any such rights.

12. Miscellaneous

Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Publisher. Client agrees that Publisher reserves the right to modify this Agreement from time to time subject only to notification of Client which notification may be posted on the Website. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.  The provisions of sections 2, 7, 9, 10 and 11 shall survive any termination of this Agreement, as well as any other provisions that by their terms or sense are intended to survive.