TERMS OF SERVICE Last Updated on August 15, 2013. Thank you for using our Site. Please read the following Terms of Service ("Terms") carefully before using any websites, emails, and mobile applications (each, a "Site"or, together "Sites") owned by CityDirect Network Inc.. YOUR USE OF A SITE CONSTITUTES AGREEMENT TO THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE AGREEMENT SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE - DISCONTINUE ALL USE OF THIS SITE IMMEDIATELY. Definitions a) A “user” is someone who accesses, browses, crawls or in anyway uses the Site. The terms “you” and “your” refer to you, as a user of the Site. The terms “we”, “us”, “our”, and “CityDirect”, “CityDirect.info”, CityDirect Network” refer to CityDirect Network Inc. and its affiliated companies; b) “Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to or through the Site, such as ratings, reviews, comments, invitations, and information that you display as part of your account profile. “User Content” means Content that users submit or transmit to or through the Site. “CityDirect Content” means Content that we create and make available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than CityDirect or its users. "Site Content" means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and CityDirect Content. Use Who can use Sites You may use our Sites only if you can form a binding contract with CityDirect.info, and only in compliance with these Terms and all applicable laws. By using the Site, you represent and warrant that you have full right, power, and authority to execute, deliver and fully perform you obligations under this Agreement. CityDirect.info may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revision. All amended Terms become effective upon our posting to the Site and any use of the Site after such revisions have been posted signifies your consent and agreement to the modified Terms. You may be required to register and create an account ("Account") with the Site in order to access certain features of the Sites. Information gathered through the registration process and information related to your account will be subject to these Terms as well as to our Privacy Policy you represent and warrant that all information provided by you when creating an Account is true, accurate and complete and that you will maintain, at all times, true, accurate and complete information related to your Account. You represent and warrant that you are at least 13 years old. You agree to take full responsibility for maintaining the confidentiality of your account under name, password, and all related activity that occurs under your account user name. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. Some of our Sites may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Sites, and these Terms will apply to such upgrades. Our license to you Subject to these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Sites. Commercial use of Sites If you want to use our Sites for commercial purposes you must create a Business Membership account and agree to our Organization Terms of Service. Content Posting Content Sites allows you to post content, including photos, comments, and other materials. Anything that you post or otherwise make available on our Sites is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to Sites. You agree that Content you will post will not: Be offensive, harmful and/or abusive, including but not limited to, contain images depicting or language containing expletives or profanities, obscenities, harassment, vulgarities, sexually explicit material or that promotes bigotry or discrimination against protected classes (e.g., racist/discriminatory speech or imagery.) Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment. Be of a nature that does not address the goods and services, atmosphere, or other attributes of the business or have no qualitative value (including, but no limited to, spam, chain or other mass messaging). Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights. Be inappropriate based on the applicable subject matter. Contain personal information or messages including email addresses, URLs, phone numbers and postal addresses. Be commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes or other advertising materials. Contain material that violates the standards of good taste or the standards of this Site. Contain material that is illegal, or that violates any federal, state, or local law or regulation. Contain language or images intended to impersonate other users (including names of other individuals) or offensive or inappropriate user names or signatures. Contain material that is not in English or French, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. We are under no obligation to review any User Content submitted, posted or otherwise displayed on the Site and assume no responsibility or liability relating to any such User Content. You may not imply that any User Content is any way sponsored or endorsed by CityDirect. How you may use Site Content You may not use the Site to compile data (or any other portion of the Site Content), in a manner that is used or usable by a competitive product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning, operation, usage and display of the Sites by any other authorized users and third parties. You are prohibited from modifying or obscuring the manner in which the Site is displayed or used, including framing, scraping or any other technique that would alter the visual display of the Site or Site Content. You may not obscure advertisements displayed as part of the Site, nor modify the advertisements and listings in a way that is unauthorized. You are not permitted to script searches or search results of the Site in a manner that results in the automated display of Site Content on a third party website. How CityDirect and other users can use your your content You grant CityDirect and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute your User Content solely for the purposes of operating, developing, providing, and using the Sites. Nothing in these Terms shall restrict other legal rights CityDirect may have to User Content, for example under other licenses. We reserve the right, but not the obligation, to refuse to post or remove any User Content at our sole and absolute discretion, including User Content that we believe violates these Terms or our policies. How long we keep your content Following termination or deactivation of your account, or if you remove any User Content from Sites, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, CityDirect and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through the Sites. Privacy Policy CityDirect’s Privacy Policy is a binding and integral part of these Terms of Service. Copyright All Content published on or otherwise accessible through the Sites is protected by copyright. The Content, and the copyright in the Content, are owned or controlled by the Companies or the Companies' content suppliers. You may only use or reproduce the Content for your own personal and non-commercial use. The Content may not be otherwise used, reproduced, broadcast, published or retransmitted without the prior written permission of the copyright holder. You must abide by all copyright notices, information and restrictions contained in any Content on, or accessed through, the Sites and maintain such notices in the Content. Security We care about the security of our users. While we work to protect the security of your content and account, CityDirect cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account. Third-party links, websites, and services Our Sites may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by CityDirect. We do not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access any third party website, service, or content from CityDirect, you do so at your own risk and you agree that we will have no liability arising from your use of or access to any third-party website, service, or content. Termination You are under no obligation to use or continue to use the Site and may at any time temporarily or permanently cease using the Site. CityDirect may terminate or suspend this license at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms. We may, at any time in our sole discretion, (i) suspend or terminate your access to and use of the Site or any of their features in response to a breach of the Terms, or for any other reason; (ii) move, edit, delete or destroy any materials that you provide or deliver to the Site; (iii) access, preserve, or disclose any materials that you provide or deliver to the Site; or (iv) take any other remedial action available at law in response to a breach of this Agreement. Indemnification You agree to indemnify and hold CityDirect, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Site, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CityDirect reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of CityDirect. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Disclaimers The Sites and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied. CITYDIRECT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CITYDIRECT DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITE. CITYDIRECT DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. CityDirect takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Sites. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, CITYDIRECT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL CITYDIRECT'S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). General Terms Governing law and jurisdiction If there is any dispute about or involving the Site, you agree that any such dispute will be governed by the rules of Ontario, Canada. Notification procedures and changes to these Terms CityDirect reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Sites. Assignment These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CityDirect without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. Entire Agreement / Severability These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with CityDirect in connection with the Sites, shall constitute the entire agreement between you and CityDirect concerning the Sites. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. No waiver No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and CityDirect's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.