SCHEDULE A – STANDARD TERMS AND CONDITIONS

1. DEFINITIONS.

“Advertiser” means the party named on the cover page of the Agreement as “Company Name/Advertiser” and if applicable, “Legal Company Name” who has agreed to be bound by the terms of the Agreement by its authorized representative signing the cover page.

“Agreement” means collectively the advertising service agreement cover page together with these standard terms and conditions.

“Data” means information about Advertiser’s motor vehicle inventory which may include video, photographs, information and other available data related to Advertiser’s motor vehicle inventory together with any marks, logos and other branding elements incorporated therein, and to the extent available, shall include a dealership identification number, dealership weblink, and the following information for each vehicle: vehicle year; make; model; color (exterior and interior); style/trim; fuel type; engine size; transmission type; number of doors; features and other descriptive elements; and vehicle price.

“Publisher” means Digital Auto Ventures, a partnership between Metroland Media Group Ltd. and Toronto Star Newspapers Limited existing under the laws of the Province of Ontario.

“Website(s)” means www.autocatch.com and/or www.wheels.ca, and any other website owned or operated by Publisher from time to time, as applicable, provided that if Publisher ceased to own or operate any of the Website(s), such Website(s) that are no longer owned or operated by Publisher shall no longer be included as a Website.

2. CONTRACT ACCEPTANCE

The motor vehicle inventory advertising and listing services (the “Services”) to be provided by Publisher to Advertiser through the Website(s) or provided to Advertiser otherwise pursuant to this Agreement are conditional upon Advertiser’s acceptance of the terms and conditions set out in this Schedule A. By Advertiser’s authorized representative signing the cover page of the Agreement and ongoing use of the Services, Advertiser has agreed to accept and abide by these terms and conditions, as they may be amended from time to time in accordance with their terms.

3. CHANGES TO STANDARD TERMS AND CONDITIONS

Publisher has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these terms and conditions in whole or in part, at any time. Changes will be effective when notice of such change is provided to Advertiser, which may be done by email and/or posting notice on the Website(s). If any change is not acceptable to you, you must discontinue your use of the Services immediately. Your continued use of the Services from Publisher after notice is provided of such changes to Advertiser will constitute acceptance of those changes and Advertiser’s agreement to accept and abide by the amended terms and conditions.

4. ADVERTISEMENT/LISTING

(a) Advertiser has either selected Services that require Advertiser to submit its Data directly to Publisher through Publisher’s used car online management system or has selected Services that include Publisher collecting the Data.

(b) Advertiser shall use its best efforts to ensure that the Data provided to or collected by Publisher is accurate and complete and in the event the Data contains an inaccuracy, Advertiser shall notify Publisher immediately and shall use its best efforts to immediately correct such inaccuracy. The onus rests upon Advertiser to supply Publisher with suitable, detailed and accurate ad copy and Data. The company name/advertiser name, address and telephone number and other information shown on the cover page of this Agreement is correct and accurate and may be included in the Data, unless Advertiser has notified Publisher of a change to such information in writing.

(c) During the term of this Agreement, Publisher may use the Data to advertise Advertiser’s motor vehicle inventory on the Website(s) in a format consistent with other motor vehicle inventory listings included on the Website(s) from time to time. Advertiser acknowledges and agrees that: (i) Publisher may, from time to time, provide access to or provide the Data directly to third party websites and mobile applications for the purpose of such Data being accessed, used by and displayed on such to third party websites and/or mobile applications; (ii) the Data may be reformatted or otherwise decoded as may be necessary to conform and adapt the Data to the technical requirements of such third party websites and/or mobile applications; and (iii) such third party websites and/or mobile applications are not in any way obligated to access, use or display the Data and Publisher shall have no obligation or liability whatsoever in the event any third party websites and/or mobile applications do not access, use or display any of the Data.

(d) Advertiser acknowledges that Publisher makes no warranties or representations regarding the Services or related intellectual property rights, either express or implied, including any implied warranties of fitness for a particular purpose, merchantability, non-infringement, or otherwise.

(e) No verbal arrangements or amendments in connection with the Services contrary to or in addition to this Agreement will be valid or recognized unless agreed to by the parties in writing.

(f) Publisher does not guarantee a minimum number of views in connection with the Data or meeting any other performance criteria related to advertising or displaying the Data.

(g) Publisher reserves the right to revise, reject, discontinue or omit any advertisement (including any Data), or to cancel this Agreement, for reasons satisfactory to Publisher without notice and without penalty to either party. If, in Publisher's opinion, revisions are required to any advertisement or the Data prior to publication, Publisher will notify Advertiser. Publisher may insert the word "advertisement", "advertorial" or "advt." adjacent to any copy.

(h) Unless otherwise mutually agreed in writing, all advertising positions (including the position of the Data within the Website(s) are at the sole option of Publisher. Publisher will try to comply with position requests and other stipulations that appear on insertion orders, but cannot guarantee that such requests will be honoured. Adjustments, reinstatements or refunds relating to the position and/or section in which an advertisement has been published are at the sole discretion of Publisher.

5. TERM, RENEWAL AND TERMINATION

This Agreement shall remain in effect until written notice of termination is provided by either party at least 30 days prior to the date such party wishes to terminate the Agreement. In the event Advertiser wishes to terminate this Agreement, written notice must be sent to DMGautomotivebilling@metroland.ca and in the event this Agreement is terminated by Publisher notice will be sent to the e-mail address for Advertiser set out on the cover page.

In the event this agreement is terminated, Advertiser shall pay Publisher for all Services rendered prior to the date of termination.

6. INVOICING AND FEES

(a) The initial monthly advertising rate plus applicable taxes specified on the cover page of the Agreement will be invoiced by Publisher and payable to Publisher as of the first day the Data is advertised on the Website(s) and the amount payable for each subsequent month will be invoiced by Publisher and payable to Publisher as of the first day of such month. If payment is not received within 30 days of the invoice date, interest of 2% (24% per annum) will be charged monthly in arrears to any amount owing and Publisher may immediately cease advertising the Data. Returned or not-sufficient payments (NSF) are subject to a $25.00 service fee for each cheque returned or pre-authorized payment that is declined.

(b) Publisher may, at its discretion, provide access to electronic invoices (i.e. e-billing) rather than printed invoices.

(c) Publisher may increase advertising rates at any time and this Agreement is accepted subject to this condition. Advertiser may cancel this Agreement without penalty on notice within 30 days after higher rates are made effective by Publisher.

(d) Administration fees paid under this Agreement are payment for the costs of Publisher in negotiating this Agreement, the preparation of art work and the administration of the Agreement.

(e) Credit arrangements relating to this Agreement are subject to the approval of Publisher’s financial/credit department. The withholding of credit approval by Publisher shall not relieve Advertiser from complying with these terms and conditions. Where credit terms are granted by Publisher, accounts are due and payable when rendered. Accounts are considered past due if payment is not made by the end of the month following billing. Failure to comply with credit terms and/or to pay invoices may result in the curtailing or withdrawal of credit privileges, and in Publisher ceasing to accept advertisements from Advertiser.

(f) Publisher may proceed against Advertiser for the collection of the full remaining balance of the Agreement where any monthly installment is more than 3 months in arrears.

(g) Advertiser agrees to compensate Publisher for any legal or other services retained to obtain payment of any past due account, including but not limited to counsel fees and court costs.

(h) If Advertiser has failed to pay as due any amounts under any other agreements with Publisher, Publisher may in its sole discretion, apply any administration fee, deposit or other amount received under this Agreement to such overdue amounts and decline to publish the advertisement contemplated by this Agreement.

(i) No payment due under this Agreement or any invoice may be withheld by Advertiser on the grounds of claims for non-performance or alleged defects or failures on the part of Publisher, including whether or not the advertisement meets the expectations of Advertiser. In the event of such claims, Advertiser will continue to make the payments due under this Agreement or any applicable invoice and lodge a formal complaint in writing with Publisher.

7. ADVERTISER RESPONSIBILITIES, REPRESENTATION AND WARRANTIES, INDEMNIFICATION OF PUBLISHER AND LIMITATION OF LIBILITY

(a) Advertiser is responsible for compliance with all applicable federal, provincial and local laws and regulations relating to the Services and to Advertiser’s use of the Services, including but not limited to advertising, intellectual property and privacy laws. Advertiser acknowledges that Publisher is not responsible for and makes no representations regarding compliance with any such laws.

(b) Advertiser may not, nor may it allow others to, directly or indirectly: (i) use the Services in any manner that could damage, disable, overburden or impair the Website(s); (ii) interfere with the security of, or otherwise abuse, the Website(s) or any services, system resources, accounts, servers or networks connected to or accessible through the Website(s) or affiliated or linked sites; (iii) disrupt or interfere with any other person's use or enjoyment of the Website(s), affiliated or linked sites or any data feed providing access to the Data; (iv) upload, post or otherwise transmit any messages, information, data, text, software, images or other materials that would negatively affect the functioning of the Website(s) or any data feed providing access to the Data, including without limitation computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs or that imposes an unreasonable or disproportionately large load on infrastructure; and (v) attempt to obtain unauthorized access to the Website(s) or portions of the Website(s) that are restricted from general access.

(c) Advertiser warrants the truth and accuracy of all information provided to Publisher for the production of the advertisement, including the Data, and that Advertiser, Publisher and all other third parties contemplated by this Agreement are authorized to use all such information, including the Data and other intellectual property provided to Publisher for the purposes contemplated by this Agreement.

(d) Advertiser agrees to indemnify and hold Publisher harmless from any third party claims arising out of the Services, any advertisement of the Data or any breach of this Agreement by Advertiser, including any claim that arises as a result of the Data being libelous or misleading or that otherwise subjects Publisher to liability, and Advertiser shall reimburse Publisher for all costs, liabilities and expenses (including counsel fees and court costs) incurred by Publisher in connection with any such claims.

(e) PUBLISHER SHALL NOT BE LIABLE TO ADVERTISER (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR MORE THAN THE MOST RECENT MONTHLY FEES PAID BY ADVERTISER UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS DUE TO PUBLISHER’S NEGLIGENCE OR OTHERWISE AND IN NO EVENT SHALL PUBLISHER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE LOSSES, DAMAGES OR EXPENSES (INCLUDING LOST PROFITS). IF AN ERROR IS MADE BY PUBLISHER IN COLLECTING OR PUBLISHING THE DATA, A CORRECTED ADVERTISEMENT WILL BE INSERTED UPON DEMAND WITHOUT FURTHER CHARGE AND PUBLISHER SHALL HAVE NO FURTHER LIABILITY TO ADVERTISER.

(f) Publisher expressly disclaims all warranties, representations and conditions of any kind, express or implied, by statute or otherwise, to the fullest extent permitted by law, including with respect to the Services and any services provided by any third party websites and mobile applications that may access, use and display the Data. All of Publisher's limitations of liability and disclaimers set out in these terms and conditions shall apply notwithstanding the breach of a fundamental term or condition or a fundamental breach.

8. INTELLECTUAL PROPERTY

(a) Advertiser will not use the names, logos, marks, or other identifying marks of Publisher or any third party to which the Data is accessible to or provided to, without prior written consent of Publisher or such third party, as applicable.

(b) All materials produced by Publisher will remain the property of Publisher. Copyright in such materials shall be owned by Publisher. Publisher will not be responsible for the return of materials supplied by Advertiser unless return delivery instructions are received when the advertisement is placed. To such extent as Advertiser would, but for this clause, own the copyright in all or part of such advertising, Advertiser hereby assigns all copyright to Publisher and waives its moral rights to the advertising.

9. GENERAL TERMS

(a) This Agreement sets forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the Services.

(b) Each party is as an independent contractor and nothing in this Agreement creates or shall be deemed to create a partnership, joint venture or similar relationship between the parties.

(c) This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

THESE TERMS OF SERVICE WERE LAST UPDATED ON: DECEMBER 2013

Correspondence

All correspondence relating to the Website should be sent to:

AutoCatch.com Inc.
One Century Place
Vaughan, ON
L4L-8R2

Main Line: 1-905-850-5389
Toll Free: 1-877-307-2043
Fax: 1-905-850-5391

Email: Contact Page