Terms

Last Updated: February 1, 2013

Please read the following terms and conditions carefully, as they form the agreement between us. The KnexxLocal site ("Site") is for the purpose of advertising local businesses and associated Instamonials™ and is offered to you by [KnexxLocal] ("us", "we" or "our"). The term "you" refers to the customer visiting the Site and/or approving content.

This Site is offered to you conditioned upon your acceptance of this Agreement. By accessing or using this Site in any manner, you agree to be bound by the Agreement. Please read the Agreement carefully. If you do not accept all of these terms and conditions, please do not use this Site. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Agreement without prior notice, and your continued access or use of this Site signifies your acceptance of the updated or modified Agreement.

As a condition of using this Site you agree that any information associated with you and posted on the Site is true, accurate, current and complete.

By approving any content, including but not limited to trademarks, information, links, photos, video, graphics, maps or other materials (collectively "Content") associated with you, you grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Content throughout

the world in any media, now known or developed in the future; and to use the name that you submit in connection with such Content. You acknowledge that we may choose to provide attribution of your comments or reviews at our discretion. You acknowledge and agree that the Content is non-confidential and non-proprietary.

You further agree that the Content does not: (i) infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(ii) result in the impersonation of any person or entity or otherwise misrepresent your affiliation with the advertiser in question; or (iii) contain any private information of any third party.

We take no responsibility and assume no liability for any Content posted, stored or uploaded or approved. We are not liable for any statements, representations or Content provided by our advertisers or users. We reserve the right, without the obligation, to review any post or Content and we may also remove any post or Content or any aspect or portion of a post as well as any review associated with a post, at our sole discretion and without prior notice.

If it is determined that you retain moral rights (including rights of attribution or integrity) in any of the Content, you hereby declare that (i) you do not require that any personally identifying information be used in connection with the Content, or its derivative works, upgrades or updates; (ii) you have no objection to the publication, use, modification, deletion or exploitation of the Content; (iii) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (iv) you forever release us from any claims that you could otherwise assert against us by virtue of any such moral rights.

Privacy And Use Of Information

By using the site you have also agreed to our Privacy Policy. You acknowledge that we are not responsible for, and cannot control, the use by others of any information you publicly post on the Site. You may not use the Site for any unlawful purpose.

You confirm that you will have obtained full right, title, interest and permissions in and to any reviews or pictures prior to your having posted them to the Site.

Termination Of Access To Site

We may, in our sole discretion, terminate or suspend your access to all or part of the Site at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, or activity that may otherwise affect the enjoyment of the Site by others may be grounds for termination of your access to all or part of the Site, at our sole discretion.

Indemnity

You agree to indemnify us, our officers, directors, employees and agents, from any loss or damages, claims by others, including without limitation reasonable associated legal fees, which we may suffer from your activities on or use of the Site, including without limitation any breach by you of this Agreement. You shall cooperate as fully as reasonably required in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you; provided, however, that you shall remain liable for any such claim.

No Warranties

This Site is offered on an "as is" basis. We do not warrant that this Site will be uninterrupted or error-free. There may be delays, omissions, and interruptions in the availability of the Site. Where permitted by law, you acknowledge that the Site is provided without any warranties of any kind whatsoever, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. You acknowledge that use of the Site is at your own risk. We do not represent or endorse the accuracy or reliability of any posting by others, review, advice, opinion, statement or other information displayed, uploaded or distributed through the Site.

WE DO NOT IN ANY WAY ENDORSE ANY SERVICE OR PRODUCTS ADVERTISED OR MENTIONED ON OUR SITE

Governing Law

You agree that this Agreement will be governed by the laws of the Province of Ontario and any disputes arising out of this Agreement will be subject to the courts of the Province of Ontario and the federal courts applicable within the Province. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Les parties acceptent d'un commun accord que la présente entente soit rédigée en anglais.

Assignment

You do not have the right to assign this Agreement or any of your rights under this Agreement to anyone. We have the right to assign any or all of our rights and duties under this Agreement or to the Site to any third party. At our election, if our obligations under this Agreement are assumed by a third party, we shall be relieved of any and all liability.