Get Me A Pro

Agreement

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SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. IT SIGNIFICANTLY

ALTERS YOUR LEGAL RIGHTS AND REMEDIES.

This services agreement is a legal agreement between you (either a single business entity or an individual, referred to as Customer_, you_ or your_) and Get Me a Professional. You have selected to register your company services on Get Me a Professional website.

By completing the account registration process on Get Me a Professional web site and checking the ~Agree~ check box, you agree that you have read and understood, and agree to be bound by, this Agreement. If you do not accept this Agreement in its entirety, you may not access the web site or be visible to your potential customers(as defined below).

Get Me a Professional reserves the right to make changes to this Agreement at any time and from time to time by amending it on its web site, and you are responsible for regularly accessing Get Me a Professional's web site to review such changes. Your continued use of the Services after any such posted changes will constitute your consent to and acceptance of such changes. Any deletion, addition or changes to the System or the Services will also be governed by this Agreement.

Subject to Get Me a Professional's acceptance of your registration and your compliance with the terms and conditions of this Agreement, you will receive one account on the System.

Please note that the web site or one or more of the Services may not be available at certain times; see the Get Me a Professional web site to obtain the current status of the System and the Services.

You and Get Me a Professional hereby agree as follows:

1. Definitions. In this Agreement, the following terms have the following meanings:

(a) "Account" has the meaning set out in section 4;

(b) "Agreement" means this Services Agreement, including and any written addenda hereto entered into between the parties from time to time;

(d) "Confidential Information" of a party means:

(i) all information, in whatever form, relating to the party or its products, services, business, personnel or commercial activities of the party that is not generally known to the public and either derives economic value, actual or potential, from not being generally known or otherwise has a character such that the party has a legitimate interest in maintaining its secrecy. Without limiting the generality of the foregoing, ~Confidential Information~ will include formulas, compilations, computer programs, devices, concepts, inventions (whether or not patentable), designs, methods, techniques, marketing and commercial strategies, processes, data, concepts, know-how, information provided to a party in confidence by another, and unique combinations of separate items which individually may or may not be confidential;
but excludes information that the recipient of the information (the ~Recipient~) proves:

(ii) is or becomes generally available to the public, without breach of this Agreement by the Recipient and through no fault or other act of the Recipient;

(iii) was already lawfully in the Recipient's possession, free of any restriction on use or disclosure, before Recipient received the information from the other party;

(iv) is received by the Recipient from a third party who is not obligated to maintain it in confidence; and

(v) is developed independently by the Recipient or the Recipient's employees, consultants or agents without reference to or use of any of the disclosing party's Confidential Information communicated to or obtained by the Recipient;

(e) "Customer Data" means date, information and graphic/image/audio content owned by Customer and processed through the Services;

(f) "Fees" mean the fees set out in section 6;

(g) "Intellectual Property Rights" means any and all rights in any intellectual or industrial property recognized by law (whether by statute, common law or otherwise, in any country in the world) that may exist from time to time, including but not limited to rights under patent law, copyright law, industrial design law, moral rights law, trade secret law, confidential information law, semi-conductor chip protection law, trade-mark law and unfair competition law or other similar rights;

(h) "Services" means the services set out in section 2;

(i) "System" means Get Me a Professional's registration website for all professionals so they can be researched by individuals or businesses based on their availability; and

(j) "Users" means the employees, representatives, agents, service providers and other persons or entities authorized by Customer to access and use the System, including Customer's own clients and customers.

2. Services. Get Me a Professional will provide Customer with access to and use of the System (the ~Services~) on the terms and conditions set out in this Agreement.

3. Eligibility for Services.

(a) If the Customer is an individual, Customer represents that Customer is at least 18 years of age, or the age required by its applicable law to make a legal and binding contract;

(b) If Customer is a business entity, including without limitation a partnership or corporation, Customer represents that Customer duly created and is in good standing under the laws of its jurisdiction, that Customer has the power and authority to enter into this Agreement, and that the individual completing the Account registration is an authorized representative of Customer with the power and authority to bind Customer.

4. User Account. Customer may establish and use one account (the ~Account~) through which to access and use the System and the Services, as set out below:

(a) Customer will complete the Account registration process required by Get Me a Professional. Customer represents that all registration information it submits is true, accurate, current and complete. Customer will maintain and promptly update this information as required, and Customer acknowledges and agrees that Customer is solely responsible for keeping Customer's registration information with Get Me a Professional up to date and that Get Me a Professional may communicate with any contact identified by Customer at the e-mail address provided by Customer until Customer provides revised contact information;

(b) Customer may authorize Users to access the System, in the general course of Customer's business with them, through the Account;

(d) Customer is solely responsible for all access to the System and the Services through the Account, including protecting passwords from misuse and for preventing unauthorized access to or use of the System or the Services through the Account;

(e) If Customer determines or suspects that any unauthorized person has accessed or attempted to access the Account or the System through the Account, Customer will immediately:

(i) notify Get Me a Professional of such access or unauthorized access; and

(ii) change all passwords associated with the Account.

(f) Get Me a Professional may establish reasonable limits concerning Customer's Account, including restrictions on disc space and other storage capacity. Get Me a Professional reserves the right to suspend Customer's Account, or to delete data from the Account, if the Account exceeds a reasonable size as determined by Get Me a Professional in its sole discretion;

(g) Get Me a Professional may suspend or terminate Customer's Account without notice if: (a) any information provided by Customer is untrue, inaccurate, or incomplete, or is not kept current; (b) Customer has breached or threatened to breach its obligations or other provisions in this Agreement; or (c) Customer is engaged in illegal activities or activities that may damage the right or reputation of Get Me a Professional or which may impair Get Me a Professional's ability to operate and maintain the System or provide services to other customers; and

5. Licence. Get Me a Professional hereby grants, as of the Commencement Date, a worldwide, non-exclusive, non-transferable licence to Customer and the Users to access and use the System, subject to the terms and conditions of this Agreement, the access privileges granted to each User by Customer, and Get Me a Professional's policies on creating new user accounts and re-setting lost passwords.

6. Fees and Payment. Customer will pay Get Me a Professional the fees for the access to and use of the Account, the System and the Services as set out below:

(a) Customer will pay Get Me a Professional fees (the ~Fees~) of [?] per year plus applicable taxes for access to and use of the Account, the System and the Services. The Fees are subject to change at any time.

(b) Customer will be billed through an online account, and will have the prepaid account (if any) debited for the Services. Payment must be made by a valid credit card acceptable to Get Me a Professional. Customer hereby authorizes Get Me a Professional to charge Customer's credit card in Canadian dollars for the prepaid amount. If for any reason Get Me a Professional is unable to obtain automatic payment using Customer's credit card, Customer will be notified and Customer's access to and use of the Account, the System and the Services will be suspended until payment is received. Although Get Me a Professional may submit Fees for payment to Customer's credit card issuer, Customer will be responsible for all such Fees and Get Me a Professional has the right to seek payment directly from Customer.

(c) The Fees do not include taxes unless otherwise stated. Customer will be responsible for all taxes applicable to the Services whether or not such amounts are itemized on Customer's statement or charged to Customer's Account.

(d) Get Me a Professional may without prior notice to Customer cancel or suspend Customer's access to and use of the Account, the System and the Services for default in Fees payment, and in such event any information Customer have stored on the System may become unavailable for retrieval at a later date. Get Me a Professional reserves the right to refer overdue accounts to a third party for collection, and Customer agrees to pay all costs incurred in the enforcement and collection of any delinquent amounts, including attorney fees and costs.

7. Modifications. From time to time, Get Me a Professional may in its sole discretion add new features to the System or the Services or otherwise modify or change the System or the Services. Get Me a Professional will provide notice through its web site of any such modification or changes to the system or the Services. In the event of any such modification, Customer will take all appropriate steps, at its sole expense, to modify all Customer Data so that it is compatible with the modified Services or System. If Customer is unwilling to accept such modifications, then Customer's exclusive remedy will be to terminate this Agreement.

8. Service Interruptions.

(a) Get Me a Professional will make reasonable efforts to keep the System and the Services operational and to provide uninterrupted access to the System and the Services. However, the System and the Services will be unavailable from time to time due to routine maintenance, upgrades, hardware and software malfunctions, repairs, power outages, hackers, denial of service attacks and unforeseeably large service demands. Get Me a Professional will make reasonable efforts to give Customer prior notice of any scheduled interruptions to the System or the Services.

(b) Get Me a Professional will not be liable for any damages or costs relating to any of the interruptions set out in section 8(a). Customer acknowledges and agrees that the Fees have been set at levels which reflect the possibility of such interruptions.

9. Security. Get Me a Professional will implement and use commercially reasonable security measures to protect the System and the Account. Customer acknowledges and agrees that it is satisfied with this level of security, and that Get Me a Professional provides no warranties regarding the security of the System of the Account. Without limiting the generality of the foregoing, Customer acknowledges that any electronic communications between Customer and any other party may be the subject of unauthorized third party interception and review.

10. Monitoring. Get Me a Professional has no duty or obligation whatsoever to monitor the Account, the System or the Services. Get Me a Professional reserves the right to monitor the Account and Customer's use of the Account, the System the Services from time to time, including without limitation for technical requirements, quality control, and Agreement compliance purposes. Get Me a Professional may suspend or terminate the Services or the Account if Get Me a Professional believes Customer's use thereof may be in violation of this Agreement. Get Me a Professional may disclose any information necessary to satisfy any laws, regulations, orders or other governmental request, to operate the Services or to protect Get Me a Professional or others, as Get Me a Professional deems necessary.

11. Conditions of Service.

(a) Customer is responsible for obtaining, maintaining and paying for all Internet connections, computer equipment, hardware and software needed to access and use the System, the Services and the Account. To fully access and use the System, the Services and the Account, Customer may need to enhance or update the hardware or software in its computer system, and all such enhancements or upgrades are Customer's responsibility.

(b) Customer will make reasonable efforts to report to Get Me a Professional all defects Customer or Users discover in the System.

(c) Customer will not resell access to the System to third parties without Get Me a Professional's prior written consent.

(d) Customer will be solely responsible for all activities conducted on or through the Account, including but not limited to the use of the Account to upload or transmit anything that, if reproduced, published, transmitted or used, may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone's privacy, may violate any law including but not limited to trade-mark, copyright, trade secret, patent, privacy or other laws, or may give rise to civil or other liability), and Customer bears the sole risk of all such activities.

(e) Customer will not use the System, or permit any User to use the System for any illegal purposes and Customer will abide by, and will cause all Users to abide by, all applicable laws and regulations when using the System. Without limiting the generality of the foregoing, Customer will not use the System, or permit any User to use the System, to publish, disseminate, post, transmit or otherwise distribute information in any form constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability, including any defamatory, obscene or other unlawful material or information, including another person's proprietary information, trade-marks or copyrighted information, without express authorization from the rights holders, or otherwise use the Services or the System in a manner which is contrary to law or to Get Me a Professional's policies or would serve to restrict or inhibit any other user from using or enjoying the services offered by Get Me a Professional or of the Internet.

12. Customer's Confidential Information.

(a) Customer will remain the owner of its Confidential Information, and Get Me a Professional acquires no rights in or to Customer's Confidential Information that is stored on Get Me a Professional's servers except as required (as reasonably determined by Get Me a Professional) to maintain and operate the System and provide the Services pursuant to this Agreement, and Customer grants to Get Me a Professional permission to access, use and reproduce Customer's Confidential Information for such purposes. For greater certainty, Customer Data is Customer's Confidential Information.

(b) Get Me a Professional retains the right to aggregate Customer Data with data of other customers and to use and distribute the aggregated data so long as Customer's identity or Customer's Confidential Information will not be revealed in that process.

(c) Get Me a Professional will use reasonable efforts to hold secret and confidential Customer's Confidential Information. Get Me a Professional will not disclose Customer's Confidential Information to third parties without Customer's prior written consent. Notwithstanding the foregoing, Get Me a Professional may disclose Customer's Confidential Information which, in the reasonable opinion of Get Me a Professional's legal counsel, is required to be disclosed as a result of any court order, under applicable securities laws, regulations or policies of any jurisdiction or regulatory agency to which Get Me a Professional's activities may be subject at any time and from time to time.

13. Proprietary Rights.

(a) The System and all original information, images, artwork, text, video, audio, pictures and other materials on or in the System (the ~Materials~) are protected by copyright laws.

(b) As between Get Me a Professional and Customer, Get Me a Professional owns all right, title and interest in and to all aspects of the System (including upgrades and improvements) Get Me a Professional's Confidential Information, the Materials and all software, inventions and other work product Get Me a Professional creates (solely or jointly) in connection with providing access to the System and providing the Services, including without limitation the database schema, the computer software that operates the System, the graphical design of the user interface, the ~look and feel~ of the user interface for the System, code libraries (including classes and functions), and all upgrades, modifications, customizations and additions thereto, including all Intellectual Property Rights therein, but expressly excluding the Customer Data.

(c) Customer and Users may not copy, reproduce, republish, post, transmit, display, perform, distribute, modify or create derivative works from the Materials without Get Me a Professional's prior written approval.

14. Reference for Get Me a Professional. Customer will act as a reference for Get Me a Professional. In addition, Get Me a Professional may:

(a) refer to Customer as a customer on Get Me a Professional's promotional materials, including on Get Me a Professional's web site, and use Customer's logo and trade-mark for that purpose; and

(b) place a link from its web site to Customer's web site.

15. Disclaimer. THE SYSTEM AND THE SERVICES ARE PROVIDED ~AS IS~ AND ~AS AVAILABLE~ WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED:

(a) ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SYSTEM OR THE SERVICES ARE APPROPRIATE FOR CUSTOMER'S OR ANY USER'S NEEDS; AND

(b) ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SYSTEM OR THE SERVICES, INCLUDING THE OPERATION OF AND THE ACCESS TO AND USE OF THE SYSTEM AND THE SERVICES, WILL BE ERROR- FREE OR UNINTERRUPTED.

16. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GET ME A PROFESSIONAL WILL NOT BE LIABLE TO CUSTOMER OR ANY USER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR PURE ECONOMIC LOSS, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FAILURE TO REALIZE ANTICIPATED SAVINGS, CLAIMS OF THIRD PARTIES OR ANY OTHER PECUNIARY LOSS ARISING OUT OF GET ME A PROFESSIONAL'S PROVISION OR INABILITY TO PROVIDE THE SYSTEM OR THE SERVICES, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, ERRORS, DEFECTS, DELAYS IN PROPERTIES OR TRANSMISSION OR FAILURE OF PERFORMANCE, EVEN IF GET ME A PROFESSIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply.

17. Limitation of Liability. IN ANY EVENT, GET ME A PROFESSIONAL'S LIABILITY FOR ANY CLAIM CONCERNING GET ME A PROFESSIONAL'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO, OR IN ANY WAY RELATING TO, THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO GET ME A PROFESSIONAL IN THE PREVIOUS 12 MONTHS.

18. Indemnity. Customer will indemnify and hold harmless Get Me a Professional and its officers, directors, shareholders, employees, contractors, agents and representatives from and against all claims, demands, damages, losses, costs, expenses and liabilities (including actual legal fees and disbursements and applicable taxes) suffered or incurred by any or all of them in connection with, as a result of, or arising out of any misrepresentation, breach, negligence or willful misconduct of Customer or any User, including without limitation any violation of this Agreement or any misuse of the Account, the System or the Services by Customer or any User.

19. Term and Termination.

(a) Term and Renewal. The term of this Agreement is one year from the Commencement Date. At the end of this term, and at the end of each subsequent renewal term, this Agreement will automatically renew for a one-year renewal term unless either party gives notice of non-renewal to the other party.

(b) Termination by Customer. Customer may terminate its Account or its use of the System and the Services at any time upon 5 business days written notice to Get Me a Professional. On such termination, there will be no refund of any prepaid Fees.

(i) Get Me a Professional reserves the right to terminate Customer's Account or Customer's use of the System and the Services at any time for no cause upon at least 30 days prior notice to Customer, in which event Customer will receive a refund of any prepaid Fees covering more than one month less a pro-rata amount for the period in which Customer received Services.

(ii) Get Me a Professional also reserves the right to terminate Customer's Account or Customer's use of the System and the Services immediately and without notice if Customer breaches this Agreement, in which event Get Me a Professional will have no liability to refund any Fees to Customer because of such termination.

(d) Effect of Termination. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Upon expiration or termination of this Agreement:

(i) Customer will immediately pay to Get Me a Professional all Fees and other amounts which have accrued or which are outstanding as of the date of termination;

(ii) Customer will immediately cease all use of its Account, the System and the Services, and will immediately cause its Users to do the same;

(iii) Get Me a Professional may immediately terminate all Services that it is providing to Customer, including allowing access by Customer or Users to the System;

(iv) Get Me a Professional will, upon Customer's payment in full of all Fees, provide the Customer Data to Customer in electronic format on a readable media; and

(v) notwithstanding anything else in this section 20, Get Me a Professional will have the right to delete from the System any Customer Data 30 days after the date of termination, without notice to Customer and without liability for any resulting loss, costs, expense or damage that Customer or any User may suffer.

20. Assignment. Customer may not assign any of its rights or obligations under this Agreement without Get Me a Professional's prior written consent, which will be in Get Me a Professional's sole discretion, and any purported assignment without such prior written consent will be void and of no force and effect.

21. Notices. Any notice to be given by this Agreement will be in writing and will be effective if delivered personally, sent by prepaid courier service, sent by registered or certified mail, or sent by electronic communication which confirms delivery, or by private courier. Any notice so given will be deemed conclusively to have been given and received when so personally delivered or sent by electronic communication or by private courier on the first business day thereafter, or if sent by mail, on the tenth business day thereafter. Either party may change any particulars of its address by notice to the other. All correspondence will be in English. All other communication between Customer and Get Me a Professional will be by e-mail, at the address supplied by Customer to Get Me a Professional in the Account registration process, as Customer may update from time to time. Customer may give notice to Get Me a Professional as required by this section to the following address:

            Get Me a Professional
            350 Panamount Blvd. NW
            Calgary, Alberta T3K 5S3

            Attention: Robert Bilski

            E-mail: robert.bilski@getmeapro.ca

22. Entire Agreement. This Agreement represents the entire agreement between Get Me a Professional and Customer with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral between the parties with respect to the subject matter hereof.

23. Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

24. Enurement. This agreement will bind and enure to the benefit of the parties and their lawful successors and permitted assigns.

25. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

26. No Obligation To Enter Into Other Agreements. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including a licensing agreement, a reseller agreement or any other partnership or relationship agreement.

27. Governing Law and Jurisdiction. This Agreement is subject to and will be governed by and interpreted in accordance with the laws of the Province of Alberta (without giving effect to the conflict of law provisions thereof) and the laws of Canada applicable therein, and the parties irrevocably attorn to the jurisdiction of the courts of Alberta.

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