Terms & Conditions

CityLeads Inc. Lead Generation Terms

These CityLeads Inc. Lead Generation Terms (“Terms”) are entered into by CityLeads Inc. (“CityLeads”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”).  These Terms govern Customer’s participation in CityLeads’ lead generation and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”).  In consideration of the foregoing, the parties agree as follows:

1 Programs.  Customer authorizes CityLeads and its affiliates to deliver leads based on the agreed upon terms as discussed by the Customer and CityLeads representative. CityLeads is solely responsible for all:  (i) Creative, (ii) Lead tracking and delivery decisions, (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”).

2 Policies.  Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”).  The CityLeads Privacy Policy available at www.cityleads.ca/privacy. In connection with the Program, CityLeads will comply with the CityLeads Privacy Policy. Customer will direct communications regarding Leads from Partner Properties under these Terms only to CityLeads.

3 Lead Generation.  (a) CityLeads will develop ads for Customer to be promoted in a survey or other agreed upon method (b) Customer may approve or enquire about the developed ads and give CityLeads 24 hours to provide such information (c) Customer will be billed weekly for all leads delivered by CityLeads (d) Customer understands that up to 15% of leads delivered in any weekly billing period will be unreachable due to incorrect personal information provided by the end user.

4 Ad Cancellation.  Customer may cancel their services with CityLeads at any time with one business day notice.

5 Make-Goods.  Customer may request (a) refund or (b) additional leads at no charge if it is decided by CityLeads that over 15% of leads received are unreachable in a given weekly billing cycle.

7 Payment.  Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by CityLeads, within a commercially reasonable time period specified by CityLeads. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).  Charges are exclusive of taxes.  Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees CityLeads incurs in collecting late payments.  Charges are solely based on CityLeads’s measurements for the Programs and the applicable billing metrics (e.g., per lead).  Any portion of a charge not disputed in good faith must be paid in full.  No party may offset any payment due under these Terms against any other payment to be made under these Terms.  CityLeads may, in its sole discretion, extend, revise or revoke credit at any time. CityLeads is not obligated to deliver any Leads in excess of any credit limit.  TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CUSTOMER WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT CITYLEADS’ REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.

8 Disclaimers.  EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND CITYLEADS AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF CITYLEADS, ITS AFFILIATES OR CITYLEADS’ PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.

9 Limitation of Liability.  EXCEPT FOR SECTION 10 AND CUSTOMER’S BREACHES OF SECTIONS 12(D), TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM:  (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO CITYLEADS BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

10 Indemnification. Customer will defend, indemnify and hold harmless CityLeads, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer.  Partners are intended third party beneficiaries of this Section.

11 Term. CityLeads may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at www.CityLeads.ca/terms.  Customer should look at these Terms regularly.  The changes to the Terms will not apply retroactively and will become effective 7 days after posting.  However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice.  Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to CityLeads’s then standard terms and conditions for the Program available at www.CityLeads.ca/terms.  CityLeads may suspend Customer’s ability to participate in the Programs at any time.  In all cases, the running of any Customer campaigns after termination is in CityLeads’s sole discretion.

12 Miscellaneous.  (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY ONTARIO LAW, EXCLUDING ONTARIO’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR PROVINCIAL COURTS OF ONTARIO, CANADA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.  (b) Nothing in these Terms will limit a party’s ability to seek equitable relief.  (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law).  (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). The email address for notices being sent to CityLeads’s Legal Department is info@cityleads.ca. All other notices must be in writing and addressed to the other party’s primary contact.  Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).  These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by CityLeads under Section 11, all amendments must be agreed to by both parties and expressly state that it is amending these Terms.  Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.  If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect.  (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment.  Any other attempt to transfer or assign is void.  (h) Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms.  (i) These Terms do not create any agency, partnership or joint venture among the parties.  (j) Sections 1 (last sentence only) and 7 to 12 will survive termination of these Terms.  (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

August 21, 2013