Terms and Conditions of Service for Clients
Copyright © 2017 A2N Technologies Inc. All rights reserved.
The effective date of these Client Terms and Conditions of Service (TCS) is deemed to be February 27th, 2012. All other versions of this TCS issued on or before this date are considered null and void. This TCS in incorporated by reference into all orders, invoices, and quotations issued by A2N Technologies Inc and its subsidiaries and divisions.

1.All Mmicrosite® technology is owned and operated by A2N Technologies Inc, who will be referred to as "A2N" throughout this document. This "Client Terms and Conditions of Service" will be referred to as "TCS" throughout this document, and is Copyright © 2017 A2N Technologies Inc. All rights reserved.. Any reproduction in whole or in part is strictly forbidden, including the use of cameras or screen saving or screen capture technologies to produce or save to any memory device any portion of this TCS. All Mmicrosite® websites belong to the Mmicrosite® Community Systems Network. "Services" is defined as the provision of files, websites, artwork, photographs, web pages, databases, videos, advertisements, commentaries, news articles, printed material, and other items created and/or provided by A2N, including all physical, digital, and intellectual property, dot com addresses, computer server space, security protocols, licences for use, and all other items that are stored or transmitted digitally by A2N. A "Client" is defined as any entity that purchases Services from A2N for a fee, including all marketing, licencing, advertising, promotion, photography, and media Services. A "Representative" is any entity that through a written agreement currently in effect is authorized to market, advertise, promote, and sell or make available products and/or Services offered by A2N. An "A2N Staff Member" is defined as any other entity that has been retained by A2N to perform Services on its behalf. A "Customer" is defined as anyone who is not a Client or a Representative or an A2N Staff Member. "Content" is defined as any content contained within any A2N website or file provided in any digital format, including text, photographs, videos, licences, graphics, and controls, as well as any printed material that is contained within any document that has been created by A2N on behalf of a Client or Representative. "Client Content" is defined as any content that the Client submits or makes available for inclusion on publicly accessible areas of websites owned and/or operated by A2N. "Payment Terms" are defined as the terms of payment that are specified on any A2N invoice in connection with payment of the applicable Services, licences, or renewal fees. A "Commercial Account" is a payables account for the Client that has been provided by A2N which contains a maximum credit amount (a credit limit) and Payment Terms (defined as a maximum net number of days after the A2N invoice has been issued in which no interest will be charged). "Good Standing" refers to Clients that are paying for their Services within the Payment Terms. Clients that are granted Commercial Accounts are granted Payment Terms of "Net 30 Days". Clients that do not pay their invoices within the Payment Terms are not in Good Standing. An "Active Mmicrosite®" is defined as any Mmicrosite® that is currently visible on any Mmicrosite® system including all websites owned and/or operated by A2N. An "Inactive Mmicrosite®" is defined as any Mmicrosite® that has been made invisible so that it currently does not appear on any website owned and/or operated by A2N, but that may be re-activated at any time by the Client or by A2N. Unless specifically referenced as such in this document, the term "Mmicrosite®" refers to both Active and Inactive Mmicrosites. "Minimum Time Period" is defined as the minimum number of days that a Mmicrosite® must remain active and displayed as an Active Mmicrosite® on a website owned and/or operated by A2N. A "Quotation" is defined as a written document containing a description of services that will be performed at the specified prices and terms as shown in the document provided that the document is signed, dated and returned to A2N by the Client within the valid time period as stated on the document in order for the services listed in the document to commence. "You" is defined as the Client and "Yours" is defined as "the Client's". A2N provides its Services to the Client, subject to the following TCS, which may be updated from time to time by A2N without notice. When utilizing Services owned and/or operated by A2N, the Client is subject to any and all posted guidelines and rules applicable to such Services which may be posted by A2N from time to time. All such guidelines and rules are hereby incorporated by reference into this TCS. A2N reserves the right to offer other Services that may be governed by a different TCS. In the event that a different TCS is provided to a Client in writing, then that TCS incorporates by reference all items contained within this TCS. Any different TCS may be cancelled by A2N with or without cause upon 30 days written notice to the Client, after which this TCS becomes the sole TCS in effect.

2. All websites operated by A2N are public news sites. Information provided on our sites can be provided from many sources, and A2N routinely publishes histories or news articles, commentaries, opinions, reviews, editorials, and other news stories ("Articles"), which may be included on individual Mmicrosites and are protected in Canada by Section 2 of the Charter of Rights and Freedoms and in the United States of America by the First Amendment of the US Constitution under their respective "freedom of the press" provisions, wherein for the purposes of this agreement the entire content of any Mmicrosite® is deemed to be a news article. As with any news service, these Articles are published and then subsequently archived. These actions may occur independently of other Content at the sole discretion of A2N. Your usage of products and Services obtained from A2N constitutes an agreement between you and A2N for the provision of these products and Services for the time period as specified on the A2N invoice or in the A2N e-mail acknowledgement, or, in the case of printed materials, for the quantity indicated. For Mmicrosite® Services specifically, you acknowledge that any agreement for the provision of a Mmicrosite® for a specified time period constitutes the issue of a licence to you by A2N, in which you may utilize Mmicrosite® products, Services, photographs, and technology for that indicated time period, and that at no time do you own any portion of the product, software, data, network, or other technology utilized by A2N, including any photographs, videos, or dot com name(s) supplied to you by A2N, other than any graphics you specifically supplied to A2N such as your logo. This agreement constitutes a legally enforceable contract in which Services are provided by A2N to the Client in consideration of payment by the Client for these Services. Any Quotation made by A2N or any offer to provide the Client with Services rendered by A2N constitutes a contractual offer. Any payment made by or on behalf of the Client, whether made by the issuance of a valid cheque to A2N or to any of its subsidiaries, divisions, or trade names, or made through the usage of a valid credit card, constitutes by the Client the Acceptance By Conduct of the offer made by A2N and the intent of the Client to be legally bound to accept the Services provided by A2N in due consideration of payment(s) by the Client and for the Client to accept and abide by the terms and conditions as stated in this TCS. For the purposes of this contract the Client agrees that an Acceptance By Conduct is the same as, and equivalent to, a signed and dated written contractual agreement between the Client and A2N and has the same legal force and effect, the date of acceptance being determined as the Date as shown on the A2N invoice. You understand and agree that all Mmicrosites require a licence (referred to as the "Site Code" on all invoices) and that licences issued by A2N are not divisible into smaller time periods, are not cancellable, refundable or transferable in whole or in part once issued or renewed, and cannot in any way be considered as a pre-payment for Services within a specified time period but are instead a payment in full for a licence that has a specified expiry date. A2N may dictate a Minimum Time Period for the provision of its Services, and for a Commercial account a minimum billing cycle may also be set. The Minimum Time Period and the minimum billing cycle are calculated based on either a daily rate or a monthly rate. For accounts that have been provided with credit by A2N and which make their payments by cheque, or have been provided with a Commercial account, the minimum billing cycle is 90 days for all types of Mmicrosites, and the Minimum Time Period is 365 active days for each annual billing cycle for any product that is deemed an Active Mmicrosite®, unless an alternate Minimum Time Period has been agreed to in writing in advance. The number of days that have elapsed within the Minimum Time Period is determined solely by the number of days that an Active Mmicrosite® has been operational within the Minimum Time Period currently in effect for this annual billing cycle. The days elapsed on Inactive Mmicrosites cannot be counted towards the Minimum Time Period and are not included in the determination as to the actual number of days that have elapsed. If a Mmicrosite® is cancelled prior to reaching the Minimum Time Period an irrevocable cancellation fee will apply. All products and Services, including but not limited to licencing fees, registration fees, photography fees, video fees, membership fees, and associate fees that may be forwarded to third parties by A2N, will be invoiced by A2N, and all payments are to be made to A2N using the name and address as specified for payment on the A2N sales order.

3. It is illegal to resell a Mmicrosite® or to use our online Services to create Mmicrosites and then charge a fee to others for this work. Under no circumstances does A2N use resellers for any of its products or Services. If any product or Services is sold to the Client through a Representative, that Representative is not authorized to issue the Client an invoice or collect cash from a Client or process a credit card transaction to pay for A2N products or Services. A Representative may only deliver goods, advertising, or other media; explain and demonstrate products and Services; perform work on behalf of A2N such as site photography or data collection; provide the Client with pricing; obtain a credit card number and expiry date for processing by A2N; obtain a corporate cheque for delivery to A2N; create and deliver a work order on behalf of A2N; or deliver an invoice (or a copy of an invoice) issued by A2N.

4. Clients that wish to advertise their Mmicrosites and that do not have an internet URL (Dot Com address) may utilize any Dot Com name and/or Dot Com address supplied to the Client by A2N for a Mmicrosite®; alternatively, the Client may use "www.mmicrosite.com" as a default Dot Com address in any advertising, provided that the Client has an Active Mmicrosite® that has not expired. All businesses that participate in print media advertising using A2N programs and resources will be provided with a Dot Com address for all Client advertising. The Client may use that Dot Com address in any form of advertising desired, regardless of whether or not such advertising is available through A2N, provided that the Client has an Active Mmicrosite® that has not expired. Dot Com addresses supplied to the Client by A2N are registered under the registrant account utilized by A2N in the country in which the Dot Com address has been registered, and they remain the property of A2N. The Client may request that A2N transfer ownership of a Dot Com name to another registrant account specified by the Client or created by A2N on behalf of the Client. Any request to transfer ownership or control of a Dot Com name supplied by A2N will incur registrant and transfer fees, may incur renewal or other fees to facilitate the transfer, and is performed at the sole discretion of A2N which may deny such request. The Client agrees that A2N is under no obligation to transfer, re-assign, cancel or otherwise alter registration and/or ownership of any dot com names that A2N owns and/or controls, and that our Dot Com transfer policy is fair and reasonable and is required to ensure that A2N does not incur unreasonable losses. Dot Com transfer fees may not be waived.

5. All products, Content and Services provided by A2N are protected by copyright and intellectual property laws. All photographs, videos, text, and artwork created by A2N remains the copyrighted property of A2N and all rights are reserved. As a copyrighted work, any photographs, videos, text, artwork, or data created by A2N may not be copied for use in any other website, including your own, without express written permission from A2N. A2N may licence its photographs and videos to you for use on your website and/or on other websites and/or for use in printing under a photographic sharing agreement (known as "PhotoShare") but such licencing is limited to use of the photographs and/or videos, and all photographs and videos remain the property of A2N, even if you have hired A2N to take such photographs or videos on your behalf. The original photograph or the original video remains the property of A2N and it is understood and acknowledged by you that any payments made to A2N for the provision of photographs or videos is for the creation of copies of the original photographs or videos only, and not for the original photographs or videos themselves which remain the sole property of A2N and may be utilized by A2N in any manner whatsoever, including but not limited to being distributed, printed, licenced, reproduced, modified, adapted, publicly displayed, or incorporated into other works at the sole discretion of A2N. Photographs created by A2N for use on your Mmicrosite® or provided through a photographic sharing agreement are attached to the specific Mmicrosite® for which they were taken. The licence to share such photos is integral to the Mmicrosite® licence and cancellation of a Mmicrosite® will also cancel any photographic sharing agreement attached to that Mmicrosite®, such cancellation of photographs being effective immediately as of the date of cancellation and not on the date of expiry. Upon cancellation or termination of a Mmicrosite®, the Client is required to remove and destroy any copies of photographs and/or videos that have been shared with the Client for that Mmicrosite® under any photograph or video sharing agreement, and to direct any other entities that were provided with copies of these photographs or videos by the Client to cease and desist from the use of these photographs or videos, and to remove said photographs or videos from their websites and if applicable any printed material effective immediately. Please note that failure to remove shared photographs or videos or the continued use of photographs or videos that were provided under licence in conjunction with a Mmicrosite® after that Mmicrosite® has been cancelled or expired is a violation of federal and international copyright law. You may optionally purchase an annual photographic sharing agreement licence (known as a "PhotoShare Licence") that is independant from any Mmicrosite® licence and which allows you to continue to use the photographs and/or videos provided by A2N in accordance with our Terms and Conditions as stated in this TCS, provided that you request that such a licence be issued at the time of the cancellation or expiry of the related Mmicrosite® licence. Copyright notices appearing on any A2N website or invoice may show a subsidiary, website name, or trade name owned by A2N, and all such notices related to a copyright are deemed as to be issued by A2N as A2N is the legal owner of the subsidiary, website name, or trade name in use.

6. Data listed on any A2N website may not be modified or altered in any respect, merged with other data or published in any form, in whole or in part, except through the use of an online account that has been authorized for your use by A2N. The prohibited uses include screen scraping, database scraping, and any other automated, technical or manual activity intended to collect, store, reorganize or manipulate or publish data on the pages and Sites produced by, or displayed on, any website owned and/or operated by A2N. You agree that A2N is not obligated to provide you with any data related to hits, views, traffic, usage, or any other statistical data for your specific Mmicrosite® or for a group of Mmicrosites, and you understand that A2N does not collect such data for your use or provide ad hoc or cyclical reporting of this data such as in a monthly report. Each Mmicrosite® is designed to contain one address for a business or building. In order for a Mmicrosite® to contain more than one building address, the additional building addresses must be located adjacent to the initial building address, must occupy the same parcel of land, must be on the same publc roadway where the name of that roadway is the same name for all buildings, not be separated from the initial building by any public roadway or by any other building or public land that sits between them along the roadway, have a contiguous connection between the buildings that allows for any pedestrian to walk from one building to another without ever leaving the property or crossing the property boundary or a public roadway, and all buildings must be using the same building contact information and be owned by the same legal entity. Decisions regarding the creation of multiple building addresses on the same Mmicrosite® are made before the Mmicrosite® is created. Any request for the merger of two Mmicrosites into a single Mmicrosite® after the Mmicrosites have been created is deemed to be a cancellation of one of those Mmicrosites, and cancellation fees, photography fees, and other relevant fees will be applied to one of those Mmicrosites as though it were a standard cancellation. Mergers of Mmicrosites are approved at the sole discretion of A2N and may require that you sign a separate agreement indicating that you have agreed to pay all associated fees related to this merger including any cancellation fees or other fees as stated by A2N.

7. Trademarks used on A2N websites may be owned by third parties. Nothing contained on our websites gives any user the right or licence to use any trade mark displayed on our websites without the express permission of the owner. Clients may not under any circumstances use technology to display the content of websites owned and/or operated by A2N in a frame or in any other manner that is different from how it would appear if a user typed the URL into the browser line.

8. A2N will not knowingly allow any Content that indicates a preference, limitation, or discrimination based on race, colour, religion, handicap, familial status, or national origin. All A2N websites are general audience websites that are designed for use by adults and comply with the Children's Online Privacy Protection Act.

9. A2N currently provides users with access to various websites ("Our Services"). The Client understands and agrees that A2N Services may include advertisements, and that these advertisements are necessary for A2N to provide Our Services to Clients. The Client also understands and agrees that the service may include certain communications from A2N, such as service announcements, newsletters, administrative messages and other material, and that if the Client has an Active Mmicrosite® with A2N these communications are considered part of the Mmicrosite® Services that the Client has ordered. In addition, A2N may at times modify contact information within any Mmicrosite® to re-direct phone or e-mail traffic directly to an A2N Staff Member so that A2N may conduct surveys, offer promotions, collect data, advise the customer, or otherwise assist the customer with their questions or requirements prior to directing them to a Client. The Client understands and agrees that this is an acceptable business practice of A2N that is performed for the benefit of its Clients. Unless explicitly stated otherwise, any new features, functions and systems that expand, consolidate, or enhance Our Services, shall be subject to this TCS. A2N or A2N in conjunction with other authorized parties may provide advertising Services for a fee whereby Clients purchase advertising and/or Mmicrosites under various programs. At no time and under no circumstances does A2N or any authorized parties charge fees for non-advertisers to view these advertisements or Mmicrosites, obtain advice, or participate in surveys or promotions of any kind.

10. The Client understands and agrees that A2N Services are provided on an "as-is" and a "whenever available" basis and that A2N assumes no responsibility for the timeliness, inaccuracy, deletion, or failure to store, activate, display or make available any Client Content or account information. The Client is responsible for obtaining access to Our Services and that access may involve third party fees (such as Internet service provider fees or airtime charges). The Client is responsible for those fees, including any fees associated with the display or delivery of advertisements. In addition, the Client must provide, and is responsible for all equipment necessary to access Our Services, including internet access equipment.

11. The individual acting on behalf of the Client represents that they are of legal age to form a binding contract on behalf of the Client and that they are not a person barred from receiving Services under the laws of Canada or of the United States or other applicable jurisdiction. The individual acting on behalf of the Client agrees to provide true, accurate, current and complete information about the business for which they are representing as a Client and that they are an owner, director, manager, agent, shareholder, employee, or a person who is otherwise authorized to act on behalf of the Client and authorized to form a contract that binds the Client to this TCS. The Client agrees to maintain and promptly update any Commercial account information provided to A2N to keep it true, accurate, current and complete.

12. The Client understands that they are entirely responsible for all Content that is uploaded, posted, emailed, transmitted or otherwise made available to others by them through Our Services. A2N is in no way liable for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through Our Services.

13. A2N does not control the Content posted via Our Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will A2N be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through Our Services.

14. The Client agrees to not use Our Services to upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive, hateful, or that may be deemed as racially, ethnically, sexually or religiously objectionable; harm minors in any way; impersonate any person or entity, including, but not limited to an A2N official, or falsely state or otherwise misrepresent the affiliation of the Client with any other person or entity including any party authorized by Mmicrosite®; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through Our Services; attempt to infiltrate, damage, destroy, delay, interrupt or gain unlawful access to Our Services; disrupt the normal flow of communication by use of automated login or automated scripting programs; upload, post, email, transmit or otherwise make available any Content that the Client does 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); upload, post, email, transmit or otherwise make available any Content that infringes any patent, trade mark, trade secret, copyright or other proprietary rights of any party; intentionally or unintentionally violate any applicable local, state, provincial, national or international law, including, but not limited to, regulations promulgated by any securities exchange, including, without limitation, all stock exchanges headquartered in any North American or European country; upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of dubious or unlawful solicitation; upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or website; disobey any requirements, procedures, policies or regulations of networks connected to Our Services or any regulations having the force of law; or collect or store personal data about other users of Our Services.

15. The Client acknowledges that A2N may or may not pre-screen Content, but that A2N shall have the absolute right (but not the obligation) to pre-screen, add, refuse, delete, edit, modify or move any Content that is available through Our Services. Without limiting the foregoing, A2N and others that it designates shall have the right to remove any Content that violates the TCS or is otherwise considered objectionable at any time and without notice. The Client agrees that they must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, the Client acknowledges that they may not rely on any Content created by A2N or submitted to A2N by Clients or by any third party authorized by Mmicrosite®, including without limitation any information in A2N advertising listings and directories and Mmicrosites, and in all other parts of Our Services.

16. The Client acknowledges, consents and agrees that A2N may access, preserve, and disclose Commercial account information and Content if required to do so by law or to: (i) comply with any recognized legal process; (ii) enforce the TCS; (iii) respond to claims that any Content violates the rights of third-parties; (iv) process customer service and Client Customer information requests on your behalf; (v) protect the rights, property, or personal safety of A2N, its users and the public; (vi) respond to criminal and civil subpoenas and court orders that reasonably appear to be valid; (vii) comply with requirements in connection with the sale of all or a portion of assets owned and/or controlled by A2N; or (viii) for inspection by law enforcement officials. A2N will take reasonable precautions to protect the information it obtains from the Client from our loss, misuse, unauthorized access or disclosure or use, or alteration or destruction, of that information, but A2N will have no liability to the Client or to any third party regarding disclosure of such information. The Client hereby irrevocably waives any and all claims and causes of action that the Client may have arising from such disclosure, or by any use of information provided by the Client to A2N.

17. The Client understands that the technical processing and transmission of Our Services, including any Content, may involve transmissions over various networks; and alterations to the data to conform and adapt to technical requirements of connecting networks or devices. The Client understands that Our Services and any software embodied within Our Services may include security components that determine the identification of your internet device and its current physical location, prevent your internet device from using Our Services if it has been determined or perceived that your actions may constitute a threat to A2N, our systems and components, or against our Clients, or violates this TCS, and to permit digital materials to be protected where use of these materials is subject to usage rules set by A2N and/or content providers who provide content to Our Services. The Client may not attempt to override or circumvent any of the security or usage rules embedded into Our Services. Any reproduction or publication of the materials provided by Our Services, in whole or in part, is strictly prohibited unless written permission is first provided from A2N. The Client agrees to comply with all local rules regarding online conduct and acceptable Content, and specifically agree to comply with all applicable laws regarding the transmission of technical data exported from Canada, the United States, or the country from which The Client initiates access to Our Services.

18. With respect to Content the Client submits or makes available for inclusion on publicly accessible areas of Our Services (the "Client Content"), the Client grants A2N the following world-wide, royalty free and non-exclusive license(s), as applicable: The license to use, distribute, reproduce, modify, adapt, publicly list and publicly display such Client Content on any website utilizing Our Services for the purposes of providing and promoting the various A2N listings, advertisements or Mmicrosites to which such Client Content was submitted or made available for all Client Content that are not trademarks or logos; and in the case of trademarks or logos the license to use, distribute, reproduce, publicly list and publicly display such Client Content on any website utilizing Our Services for the purposes of providing and promoting the various A2N listings, advertisements or Mmicrosites to which such Client Content was submitted or made available. This license will terminate at the time A2N removes such content from Our Services. The removal of Client Content from a Mmicrosite® does not cancel the Mmicrosite® or affect the licence(s) associated with that Mmicrosite®.

19. The Client agrees to indemnify and hold A2N, and its subsidiaries, divisions, units, affiliates, directors, officers, agents, employees, or other partners, harmless from any claim or demand, including any attorneys' fees, made by the Client or any third party due to or arising out of Content the Client submits, posts, transmits or makes available through Our Services, your use of Our Services, your connection to Our Services, your violation of the TCS, or your violation of any rights of any other person, Client, corporation or other legal entity. The Client agrees not to reproduce, duplicate, copy, trade, sell or re-sell any portion of Our Services, use of Our Services, or access to Our Services. The Client acknowledges that A2N may establish general practices and limits concerning use of Our Services, including without limitation the maximum number of days that accounts, files, photos, videos, graphics, text, advertisements or other uploaded Content will be retained by Our Services, the maximum size of any digital content file that may be sent from or received by a Client or Customer of Our Services, the maximum disk space that will be allotted on A2N's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access Our Services in a given period of time. The Client agrees that A2N has no responsibility or liability for the deletion or failure to store any data and other communications or other Content maintained or transmitted by Our Services. The Client acknowledges that A2N reserves the right to modify these general practices and limits from time to time.

20. The Client agrees to limit its advertisements and Mmicrosites to businesses that it legally owns, or by written agreement manages, or that it is legally entitled to represent by written contract in the capacity of a branch operator, franchisee, owner, director, manager, agent, shareholder, employee or as person who is authorized to act on behalf of the business or on behalf of another business. ALL FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, EVEN IF YOUR SERVICE IS SUSPENDED OR CANCELLED PRIOR TO THE END OF THE THEN-CURRENT SERVICE TERM. A2N reserves the right to change fees, surcharges, and renewal fees and to institute fees for new features, networks and Services at any time, for any reason, at its sole discretion, without prior notice.

21. Any and all cancellations of printed material, listings, advertisements, or Mmicrosites must be made in writing by e-mail to service@mmicrosite.com. The Client agrees that no other method of cancellation is acceptable or actionable or considered to be valid by either party. There is no proration of charges upon cancellation of any online listings, printed advertisement, online advertisement or Mmicrosite®; instead the cancellation is deemed to occur on the last day of the billing period in which the notification of cancellation was received by A2N. The billing period is specific to each advertisement or Mmicrosite® and is listed on the invoice issued for each product or service. The client may optionally request to have the cancellation occur on the same day as the notice of cancellation by specifying in the notice of cancellation that the cancellation is to occur immediately; however, no proration is allowed, no credit will be issued for the days previously paid for in which the cancelled product will no longer be available, and a cancellation fee will apply. Any requests for immediate cancellation will be processed at the sole discretion of A2N and may be denied by A2N based on the circumstances in which the request for cancellation has been made. A2N may at its sole discretion waive any cancellation fee, but only if the Client is within its Payment Terms and has no invoices outstanding that exceed those Payment Terms at the time that a cancellation request was made. A2N may require that you sign a separate agreement indicating that you have agreed to pay all associated fees related to any cancellation including any cancellation fees or other fees as stated by A2N. The Client agrees that issuance of any renewal invoice by A2N made prior to the receipt of any notice of cancellation is a reasonable action, and that such issuance constitutes a legally binding document that is to be paid by the Client if notice of cancellation was not received by A2N in the appropriate format prior to the issuance of such invoice. Any such outstanding invoice must be paid within Payment Terms as listed on the invoice, and a cancellation fee is applicable if those Payment Terms are not followed or if the Mmicrosite® has not met its Minimum Time Period obligation. Online advertisements or Mmicrosites will continue to display until the day after the last day of the billing period listed on the invoice, after which they will no longer display if a cancellation notice has been received. Advertisements or Mmicrosites in which the Client has requested immediate cancellation will be removed from the affected websites within a reasonable time provided that the Client has a Commercial account with A2N that is in Good Standing and that A2N has agreed to an immediate removal. A2N reserves the right to continue to display a cancelled advertisement or Mmicrosite® after the last day of billing, but such continuance will occur at no charge to the Client, and all subsequent Content falls under the control of A2N. Any re-instatement and/or re-activation of a cancelled or expired advertisement or Mmicrosite® must be made in writing by sending an e-mail to service@mmicrosite.com and a re-instatement fee and/or re-activation fee may apply. Re-Activation fees will occur if a Mmicrosite® has been de-activated due to cancellation. Re-Instatement fees will occur if a Mmicrosite® has been de-activated and subsequently deleted from the appropriate Mmicrosite® system so that it is no longer available for activation. In the case of a Mmicrosite® that can be accessed and maintained through an A2N online account, re-activation may be made by using the Re-Activate function, under which the use of the Re-Activate function and the subsequent use of the Activate button attached to a specific Mmicrosite® summary constitutes the placement of a legally binding service order and the use of our Services, which in case no re-activation fee is charged but at minimum the client will be invoiced for 90 days of activated use, such date of activation to be taken as the date that the activation button was clicked, and the activation period is for the 90 subsequent days beyond the date in which the button was clicked. Acceptance of a request for re-instatement and/or re-activation is at the sole discretion of A2N and will be confirmed to the Client in writing by A2N. If a cancellation of a Mmicrosite® occurs within the Minimum Time Period and any respective fees (such as a Photography Fee) had been waived at the discretion of A2N at the time of creation and not subsequently invoiced within the first 365 Active days in which the Active Mmicrosite® has been publicly displayed, then such fees become chargeable upon cancellation at the sole discretion of A2N. In addition, any Mmicrosite® that is cancelled within the Minimum Time Period will be subject to a cancellation fee. The cancellation fee cannot exceed twice the amount of the total remaining payments that would have been invoiced by A2N within the Minimum Time Period had the Mmicrosite® remained active throughout the period and not been cancelled. The number of calendar days that elapse within the Minimum Time Period is determined solely by the number of days that an Active Mmicrosite® has been operational. The days elapsed on Inactive Mmicrosites cannot be counted towards the Minimum Time Period and are not included in the determination as to the actual number of days that have elapsed. For the purposes of determining cancellation fees, any days in which a Mmicrosite® was Inactive cannot count as Active days; only Active days are counted in determining how many days have elapsed since the time the Mmicrosite® was created. The Client agrees that this cancellation policy is fair and reasonable and ensures that A2N does not incur unreasonable losses. Cancellation fees are irrevocable and may not be waived.

22. A2N provides an automatic renewal service for all of its licenced products and Services, Mmicrosites, and advertisements. The automatic renewal service is provided as a courtesy that helps to prevent the unwanted deletion of an advertisement or Mmicrosite®, and prevents the expiry of a legally required licence if such a licence is applicable. The automatic renewal service will renew the product in accordance with your initial Term (i.e., we will attempt to renew the Service(s) ordered for a 365 day Term if previously ordered on an annual basis). For licences of photographs and videos (known as a "PhotoShare Licence") the licences are issued on an annual basis. For Active Mmicrosites, the PhotoShare Licence will be renewed on the yearly anniversary of the issue of the Mmicrosite® licence and is included with that licence. For Inactive Mmicrosites, the PhotoShare Licence will be renewed as a separate entity effective as of the first day of the calendar year provided that a Mmicrosite® licence has not been issued for the related Mmicrosite® for that calendar year. For situations where the licence for the Mmicrosite® has expired but the photographs and/or videos associated with that Mmicrosite® are still in use by the Client or by third parties who are utilizing copies of the photos and/or videos that were obtained from the Client, the PhotoShare Licence will be issued on the day following the expiration of the Mmicrosite® licence and be in effect until the end of the calendar year, after which it wil be issued as an annual licence on the first day of each subsequent calendar year until such time that the Client advises in writing by e-mail to service@mmicrosite.com that the PhotoShare Licence is no longer required. All PhotoShare Licences are issued at a fixed rate and no proration is allowed. In the event that the renewal occurs in a calendar year that is subsequent to the year in which the previous renewal occurred, then the rate for such renewal may be adjusted to a new annual rate. You agree that issuance of a renewal invoice by A2N for either a Mmicrosite® licence or a PhotoShare Licence is a reasonable action and that such issuance constitutes a legally binding document that is to be paid by you if notice of cancellation was not issued by you in the appropriate format prior to the renewal date. It is your obligation to ensure that such Services have been renewed. A2N has no obligation to renew Our Service(s) or licences if the most recent credit card on file with us for your account is not accepted according to our payment processing systems and you have been using a credit card to make payments, or if your Commercial account with us is on Credit Hold due to non-payment of previous invoices sent to you by A2N that are now overdue and your account is not in Good Standing. If you do not opt out of or terminate the automatic renewal service by notifying us in writing by e-mail sent to service@mmicrosite.com prior to midnight of the day before the renewal date, then this constitutes your authorization and consent for A2N to automatically charge your credit card the current price for such renewal if you have been using a credit card to make payments, or to charge your Commercial account for such renewal at the current price under the same terms and conditions as previously allowed, and you agree that this is a reasonable transaction and that you will pay in full any such invoice issued by A2N for that renewal, such payment to be made in a prompt and timely manner. You are solely responsible for the credit card and billing contact information you, your agents or assignees provide to A2N and you acknowledge and agree that you will promptly inform A2N of any changes thereto. Mmicrosites may be made Inactive for a period of time at the sole discretion of A2N, and such Mmicrosites made Inactive are not subject to an automated renewal, although any licences that have been issued to or against this specific Mmicrosite® are subject to automated renewal in order to continue to meet the requirements of federal copyright law. Inactive Mmicrosites do not display on any of our websites and their inactivity is considered temporary. This feature is useful for businesses that are seasonal in nature, or that do not always have products or Services available (such as a rental building that has no vacancies for rent) or for a property that is temporarily closed for renovation or is in the process of moving. An Inactive Mmicrosite® is not subject to a renewal during its period of inactivity, but it is subject to any licencing fees, such as an annual PhotoShare Licence renewal, if such licences were issued prior to the period of inactivity and these licenced products are still in use by the Client at the time of the date of licence renewal or at the start of a calendar year in which no PhotoShare Licence has yet been issued for that year. If a notice of cancellation has been sent by the Client for products or Services that are licenced such as photographs and videos, and yet the Client continues to use the licenced products beyond the expiry date of an existing licence or into a new calendar year for which no licence has yet been issued, then such request for cancellation is considered null and void and the renewal of a licence will be made in order to prevent the current or previous violation of federal copyright law by the Client. Inactive Mmicrosites will continue to run under any existing licences until such licences expire. Inactive Mmicrosites may be re-activated without penalty at any time while their Mmicrosite® licence is still in effect, or for up to 90 days after the Mmicrosite® licence has expired, but a Re-Activation fee will apply if the period of inactivity has exceeded the Mmiceosite® licence expiration date by more than 90 days, and a Renewal amount based on the minimum billing cycle will apply at the previously established rate if at the time of re-activation there is no active licence for this Mmicrosite®. Re-activation of a Mmicrosite® after six months of inactivity is not possible as the Mmicrosite® is deemed as cancelled and all terms and conditions related to a cancellation, including cancellation fees and any previously waived fees such as a photography fee will take effect. A2N shall have no liability to the Client or to any third party in connection with the renewal or any attempt to renew the Services or licences as described herein, including, but not limited to, any failure or errors in renewing or attempting to renew the Services or licences. The foregoing limitation of liability is in addition to any other limitations of liability set forth in this Agreement.

23. The Client agrees to pay any government value added sales or service tax related to Our Services provided hereunder. All payments of fees shall be made in Canadian dollars. All sums due and payable that remain unpaid after 30 days will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. In the event of a charge back by a credit card company (or similar action by another payment provider used by A2N) or other non-payment by the Client within the Payment Terms as specified on the invoice in connection with payment of the applicable Services, licences, or renewal fees, the Client acknowledges and agrees that the Services for which such fees have not been paid within the Payment Terms should be suspended, cancelled or terminated, at the sole discretion of A2N, and that no refund, rebate, payment or compensation of any kind shall be payable to the Client under any circumstance whatsoever. A2N reserves the right to charge at its sole discretion various fees for providing additional Services, including but not limited to providing Client membership Services; performing changes to a Client Commercial account or to Client Mmicrosites after a written request for such changes is received from the Client, or charging for the video, photography, or virtual Services of businesses or properties to be advertised by the Client, or for website Services such as dot com registration, web design, the creation of virtual tours, consultation, and website hosting. Once ordered and confirmed by you in writing, these Services are not cancellable, non-refundable, and full payment is due and payable as of the date of order. Any Quotation provided by A2N that is signed, dated and returned by the Client shall be considered null and void if on the date A2N receives the signed Quotation from the Client (the "Date of Receipt") the payables account of the Client is not in Good Standing or the date of the Quotation is more than 30 days from the Date of Receipt; in either event the Quotation will not be accepted or processed or considered to be valid. In the event that any type of fee needs to be divided among a group of business owners, each owner creating a separate payable for their apportioned amount, then A2N may charge at its sole discretion an additional service fee per apportioned owner and will invoice each apportioned owner their respective apportioned amounts separately, by care of the Client, such Services to be agreed upon in advance by A2N at its sole discretion.

24. As the entire content of any Mmicrosite® is deemed to be an Article, then the contents of any Mmicrosite® may be added to, amended, or deleted at any time, even after cancellation occurs or after an expiry date has been reached, at the sole discretion of A2N. The Client is solely responsible for providing updated information to A2N, such as current rental rates, pricing, contact information, or other such information that is subject to change over time, for the current billing period and for any subsequent billing periods. In the event that a Mmicrosite® continues to display as a news article after its expiry or cancellation date is reached, the Client agrees that on an annual basis and for as long as the Mmicrosite® continues to display on any of our systems, the Client will provide A2N with updated information pertaining to current rental rates, pricing, and contact information, such information to be delivered in writing by e-mail to service@mmicrosite.com no more than once per year. A2N has no legal obligation to update such information, but will update such information at the sole discretion of A2N, and while our intent is to keep such information up-to-date, the Client understands and agrees that A2N is not legally obligated or required to update or display such information. The Client hereby agrees that such information should be kept accurate, that a request for such information by A2N is a reasonable request, and that the Client will provide accurate and up-to-date information upon written request from A2N within 14 (fourteen) calendar days of the request being made whenever A2N asks for such information. If the Client requires an update to photographs, descriptions, or other information, or if the Client requires an update to its information more often than once per year, then the sole remedy is to re-activate the Mmicrosite® at the prevailing 90 day rate. Re-activation includes a full update to all information and may include new photography, features, and functions as determined by A2N. A re-activation fee may apply and the Client will be invoiced for a billing period of 90 days of online use and pre-payment may be required. We recommend that every Client re-activate every Mmicrosite® at least once per year to ensure that all of information remains up-to-date and accurate.

25. The Client agrees that A2N may, under certain circumstances and without notice, immediately terminate any Client Commercial account, and/or any associated advertising, and/or access to Our Services, and/or a specific Mmicrosite®, and/or to convert any or all Active Mmicrosites to Inactive Mmicrosites. Cause for such termination shall include, but not be limited to, (i) breaches or violations of the TCS or other incorporated agreements or guidelines, (ii) requests by law enforcement or other government agencies, (iii) a request by the Client to have the account deleted, (iv) discontinuance or material modification to Our Services (or any part thereof), (v) unexpected technical or security issues or problems, (vi) extended periods of inactivity where no advertisements or Mmicrosites are currently active and all paid-for Services are expired, (vii) failing to pay for licences and Services within the agreed Payment Terms; and (viii) specifically for Inactive Mmicrosites, a period of inactivity that exceeds 180 calendar days. Termination of a Client Commercial account may include removal of access to all offerings within Our Services, and any hyperlinks you have made to our websites will no longer operate. Termination of a specific Mmicrosite® due to inactivity may result in cancellation fees if that Mmicrosite® has not reached the number of Active days to meet the Minimum Time Period, and in addition may be subject to photography fees if A2N provided photography Services but did not invoice for photography fees within the first 365 days of the Mmicrosite® being activated. The Client agrees that all terminations for cause shall be made by A2N at its sole discretion, that A2N shall not be liable to the Client or to any third-party for any termination of your Client Commercial account or for any specific Mmicrosite® or for access to Our Services, and the Client agrees to pay for any cancellation fees or photography fees that become payable as a result of termination.

26. A2N may offer free Mmicrosites from time to time and for a limited time period. Any application for a free Mmicrosite® is subject to approval by A2N. A2N is under no obligation to accept or approve any such application, and A2N may, at its sole discretion, deny such application for any reason whatsoever. The Client agrees that A2N shall not be liable to the Client or to any third party for any denial of Our Services, including the denial of any free Mmicrosite(s). A2N may also, from time to time and at the company's discretion, offer free e-mail Services, Web site hosting, advertisement listings, banner advertisements, advertising space, or other free Services to Clients for a limited time period. This may include linkage to your Mmicrosite® or advertisements from other websites, and may include free advertisements on search engines or other media that in turn link to your Mmicrosite® or advertisements. The Client may or may not be advised of such free advertising Services when it occurs, but the Client agrees that A2N has the right, but not the obligation, to perform such actions at the sole discretion of A2N.

27. A2N may also, from time to time and at the company's sole discretion, offer a free Associate status in a local organization for your business, such status to begin and end on the same dates as your Mmicrosite®, as part of your agreement with A2N. These local organization association fees are paid for out of the general revenue of A2N and not specifically from any payments that the Client has made to A2N; therefore the relationship for this association is between A2N and the local organization and not between the Client and the local organization, even if A2N pays for associate fees on behalf of the Client and in the name of the Client. A2N reserves the right to change or cancel its association with any local organization, to align itself or join with any other local organization, or to replace one local organization with another, at any time and without notice. In the event that a local organization severs its relationship with A2N, then all Associate statuses purchased by A2N from that local organization are cancelled and are considered null and void and not renewable.

28. A2N reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any of Our Services (or any part thereof) without notice, including free Mmicrosites, free advertising Services, free Associate Services in local organizations, Articles, online account Services, or any other free Services. The Client agrees that A2N shall not be liable to the Client or to any third party for modifications, suspension or discontinuance of Our Services including any free Services, or for the content and opinion of any published Articles.

29. Various areas of Our Services provide links to other World Wide Web sites or resources. In addition, third party websites such as search engines may create links to your Mmicrosites and may add, change, delete, and independently create content related to your Mmicrotsites without our knowledge or consent. Because A2N has no control over such sites and resources, The Client acknowledges and agrees that A2N is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, links, advertising, products, or other materials on or available from such sites or resources. The Client further acknowledges and agrees that A2N shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or Services available on or through any such site or resource including all content and links on search engines or directories. Your correspondence or Client dealings with, or participation in promotions of, advertisers found on or through Our Services, including payment and delivery of related goods or Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Client and such advertiser or resource. Any material downloaded or otherwise obtained through the use of Our Services is done at your own discretion and risk. The Client is solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

30. The Client acknowledges and agrees that Our Services and any necessary software used in connection with Our Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Client further acknowledges and agrees that Content contained in sponsor advertisements or information presented to the Client through Our Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by A2N or its advertisers, The Client agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on Our Services or the Software, in whole or in part.

31. The Client understands and agrees that use of our Services is at your own risk. A2N disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Client understands and agree that A2N shall not be liable to the Client 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 A2N has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (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 service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service. A2N makes no warranty that (i) the service will meet your expectations or requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be usable, accurate or reliable, (iv) the quality of any products, Services, information, or other material purchased or obtained by the Client through the service will meet your expectations, and (v) that any errors in the software will be corrected. No advice or information, whether oral or written, obtained by the Client from A2N or through or from our Services shall create any warranty not expressly stated in the TCS.

32. None of the Content included in Our Services is intended for trading or investing purposes. A2N and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via Our Services, and shall not be responsible or liable for any trading or investment decisions made based on such information. The Client agrees that, except as otherwise expressly provided in this TCS, there shall be no third party beneficiaries to this Agreement.

33. A2N may provide the Client with notices, including those regarding changes to the TCS, by either e-mail or by postings on Our Services. The A2N, Mmicrosite®, Mmicrosite.Com, and A2N (in Chinese characters) trademarks and service marks and other A2N-owned logos and product and service names are registered trademarks and/or trade names of A2N (the "A2N Marks") and all rights are reserved. This TCS constitutes the entire agreement between the Client and A2N and govern your use of Our Services, and supersedes any prior agreements between the Client and A2N. The Client may also be subject to additional terms that may apply when using or purchasing certain other A2N Services, affiliate Services, licences, third-party content or third-party software. The failure of A2N to exercise or enforce any right or provision of the TCS shall not constitute a waiver of such right or provision. The TCS and the relationship between the Client and A2N shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law provisions. The Client and A2N agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Toronto, Ontario, Canada. If any provision of the TCS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TCS remain in full force and effect. The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Our Services or the TCS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TCS are for convenience only and have no legal or contractual effect.

34. Any attempt by creditors of the Client to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement void and its re-instatement may only occur at the sole discretion of A2N. Nothing contained in this TCS shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. Except as expressly stated herein, this TCS shall not be construed to create any obligation by A2N.

35. By accepting our Terms and Conditions of Service, the Client agrees that they have read and understand this agreement in its entirety, and understand that by providing payment for Our Services the Client has accepted a legally binding contractual obligation to abide by the terms, conditions, and obligations of this TCS. If the Client disagrees with any portion of this agreement the sole remedy is to not accept Our Services and not provide payment for those Services prior to those Services being enacted, and in addition to immediately cease and desist from using any of the Services provided by A2N or any of its affiliates in any manner whatsoever. Any payment made by the Client constitutes an Acceptance By Conduct of this TCS and your agreement to any legal obligations to A2N and to the acceptance of Services provided by A2N in return for your consideration of payment. Please report any violations of the TCS to service@mmicrosite.com.