YOU MUST READ BEFORE AGREEING.

INTRODUCTION. Welcome to BTSidekick. Before using any of BTSidekick's services, you must agree to be bound by these Terms of Service, as the same may be amended from time to time in accordance herewith.

The following Terms of Service apply to both the individual users of the BTSidekick site who are not posting or listing materials on the site ("Users") and to persons who are posting or listing information on the site ("Advertisers"). Any provision that applies only to Users or Advertisers will be labeled as such. Unless explicitly stated otherwise, any new features or Services added by BTSidekick will be subject to these Terms of Service.

Any violation of these Terms of Service may result in temporary or permanent loss of access to the BTSidekick site and its services.

BTSidekick retains the right to change or alter these Terms of Service at any time upon notice to its Users and Advertisers.

BY USING THE BTSIDEKICK SERVICES, YOU CONSENT TO THE TERMS AND CONDITIONS OUTLINED HEREIN, AS THEY ARE UPDATED OR CHANGED ON BTSIDEKICK'S WEB SITE AT WWW.BTSIDEKICK.COM. YOU ARE OBLIGATED TO REVIEW SUCH TERMS AND CONDITIONS AS THEY ARE UPDATED AND YOUR CONTINUED USE OF BTSIDEKICK'S SERVICES FOLLOWING THE POSTING OF ANY SUCH CHANGES SHALL CONSTITUTE ACCEPTANCE OF THOSE CHANGES. IF THERE ARE ANY QUESTIONS OR CONCERNS ABOUT THESE TERMS AND CONDITIONS, PLEASE CONTACT BTSIDEKICK CUSTOMER SERVICE VIA ELECTRONIC MAIL AT clientcare@btsidekick.com.

SERVICES. BTSidekick is a service provider only, and the content available and information displayed are developed by third parties over whom BTSidekick exhibits no control. BTSidekick currently provides users with access to listings of persons and entities that provide products or services in various geographical locations throughout the United States and Canada. For Advertisers, BTSidekick offers the ability to list their businesses and services under a wide variety of descriptive headings to attract persons who have expressed an interest in the products or services offered by each individual Advertiser (the "Advertiser Services") [the Advertiser Services are also called the "Services"]. User also understands and agrees that the Services may include advertisements and that these advertisements are necessary for BTSidekick to provide the Services.

Do not use while driving. You acknowledge that certain services require phone service, data access or text messaging capability. Except as otherwise noted, BTSidekick does not charge for the Services, but carrier rates for phone, data and text messaging may apply.

CONTENT OF ADVERTISEMENTS AND LISTINGS. Considering the real-time nature of this service, it is impossible for BTSidekick to review messages or confirm the validity of information posted. BTSidekick does not actively monitor the contents of listings and is not responsible for any information posted. BTSidekick does not vouch for or warrant the accuracy, completeness or usefulness of any message, and are not responsible for the contents of any message. The messages express the views of the author of the message, not necessarily the views of BTSidekick or any entity associated with BTSidekick. ANY USER WHO FEELS THAT A POSTED MESSAGE IS OBJECTIONABLE IS ENCOURAGED TO CONTACT US IMMEDIATELY BY EMAIL AT clientcare@btsidekick.com. BTSidekick may in its sole discretion remove objectionable messages and may do so if we determine that removal is necessary. Any alleged objectionable content may be reviewed on a case-by-case basis, and Users and Advertisers shall note that removal may not be done immediately.

THE FOLLOWING APPLIES TO ADVERTISERS ONLY. Advertiser agrees that through its use of the Advertising Services, it will not use BTSidekick to post any material which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, threatening, invasive of a person's privacy, or that otherwise violates any law. Advertiser agrees not to post any copyrighted material unless it owns the material or has the written consent of the copyright holder. Advertiser also agrees that it will not post any materials that infringe upon the trademark, service mark, trade secret, design, personal or other intellectual property rights of any third party.

Each Advertiser is responsible for the content of its messages, and the consequences of any such messages. BTSidekick reserves the right to terminate any User's or Advertiser's registration/membership if it becomes aware and determines, in its sole discretion, that any User or Advertiser is violating this provision.

Any use by any User or Advertiser of any subscriber's information, personal or otherwise, for any commercial purposes other than as provided through BTSidekick (e.g. mass marketing) is prohibited. Any such use shall be deemed to be a violation of these Terms of Service. BTSidekick.com is to be used for each User's personal use only. Commercial uses of BTSidekick.com are strictly prohibited unless prior written consent from BTSidekick has been granted. Each User and Advertiser agrees it will not use BTSidekick.com for chain letters, junk mail, spamming,' solicitations (commercial or non-commercial) or bulk communications of any kind including but not limited to distribution lists to any person who has not given specific permission to be included in such a list.

ACCESS. Each User and Advertiser is responsible for obtaining access to the Services and that access may involve third party fees (such as Internet service provider or airtime charges). Each User and Advertiser is responsible for the payment of all fees and costs of accessing and using the Services, including those fees associated with the listing, posting, display or delivery of advertisements and other information. In addition, each User and Advertiser must provide and be responsible for all equipment necessary to access the Services, for either or both the User Services or the Advertiser Services

TERMINATION OF RIGHT TO USE SERVICES. BTSidekick may terminate any User's or Advertiser's rights and access to any Services at any time: (i) if any User or Advertiser fails to comply with any of these Terms of Service; (ii) if any Advertiser fails to pay any amounts due to BTSidekick in a timely manner; or (iii) any Service is used in violation of any federal, state or local law, rule or regulation or to commit slander, fraud or any other injury upon a third party.

ADVERTISING CONTENT. Subject to BTSidekick's exclusive control rights set forth in this Agreement, Advertiser shall make all determinations relative to its Advertising (other than e-mails), including but not limited to, content, design, number of offers to be distributed, geographic area(s) of distribution, and the qualified recipients of such distribution based on criteria selected by Advertiser. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL ADVERTISING IS AT ALL TIMES SUBJECT TO BTSIDEKICK'S APPROVAL. BTSIDEKICK RESERVES THE RIGHT AT ALL TIMES TO REFUSE, REJECT, OR WITHDRAW (COLLECTIVELY "CANCEL"), WITHOUT NOTICE, ANY ADVERTISING WHICH BTSIDEKICK DEEMS TO BE IMPROPER FOR ANY REASON WHATSOEVER, AS DETERMINED BY BTSIDEKICK IN ITS SOLE DISCRETION. By way of example but not limitation, BTSidekick may Cancel any Advertising BTSidekick believes to be detrimental to the image of BTSidekick in the community. In the event BTSidekick Cancels any Advertising, BTSidekick shall be entitled to terminate this Agreement. BTSidekick reserves the right, at any time, to modify the design or appearance of the Web Site and BTSidekick software, mapping information and services, without notice.

ACKNOWLEDGEMENT OF NO WARRANTY. ALL SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. BTSIDEKICK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) NOT SPECIFIED HEREIN RESPECTING THIS AGREEMENT OR THE SERVICES TO BE PROVIDED HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (OR ANY OTHER AGREEMENT BETWEEN THE PARTIES), IN NO EVENT SHALL BTSIDEKICK BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES, OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS.

BTSIDEKICK FURTHER DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES AND FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

INDEMNIFICATION. Each Advertiser and User agrees to defend, indemnify and hold harmless BTSidekick against all claims, actions, suits, proceedings, fines, damages, costs and expenses, including reasonable attorney fees (collectively "Damages"), which BTSidekick may suffer as a result of the content or publication of any materials or out of any use of the Services, including, without limitation, any claim that any materials posted by any User or Advertiser (i) are libelous, slanderous, or defamatory, (ii) infringe upon the personal or privacy of any person or entity, (iii) violate any law, ordinance or regulation, or (iv) infringes upon the copyright, trademark, service mark, trade secret, design or other intellectual property or personal right of any third party. This indemnification shall survive the expiration or termination of the indemnifying party's right to use the Services.

DISCLAIMER AND LIMITATION OF LIABILITY. BTSidekick shall not be liable for any loss or damage whatsoever suffered by any User or Advertiser as a result of, or arising from, the Services unless caused by the gross negligence or intentional, wrongful act of BTSidekick. Notwithstanding anything in these Terms of Service to the contrary, BTSidekick�s liability for any and all damages suffered by any Advertiser shall in no event exceed the total amount paid by Advertiser to BTSidekick under this Agreement during the twelve (12) months immediately preceding the date such Advertiser brings the claim against BTSidekick.

BTSIDEKICK'S REMEDIES. For any breach hereunder by Advertiser, BTSidekick's exclusive remedy shall be to retain or recover, as liquidated damages and not as a penalty, the full amount which Advertiser would have been required to pay under this Agreement had it not been terminated before the End Date; PROVIDED HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO NULLIFY OR LIMIT ADVERTISER'S LIABILITY TO BTSIDEKICK PURSUANT TO THE INDEMNIFICATION SET FORTH HEREIN OR TO PRECLUDE BTSIDEKICK�S RECOVERY OF ANY COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY BTSIDEKICK IN THE COLLECTION OF ANY MONIES OWING UNDER THIS AGREEMENT, WHICH AMOUNTS ADVERTISER HEREBY AGREES TO PAY IN FULL UPON DEMAND.

Neither party shall be liable for any delay or failure in performance of any part of this Agreement, other than for any delay or failure to pay money owed hereunder, by reason of acts of God, fire, strikes, shortages of labor or materials, present or future governmental laws, or for any other reason beyond the party's reasonable control. The term of this Agreement shall be extended for a period equal to the period of the delay or failure in performance. Such extension shall be the exclusive remedy in such event.

INTERPRETATION. All references to BTSidekick User or Advertiser shall be deemed to include officers, directors, employees and agents. Further, singular, and plural terms contained herein shall be interpreted appropriately to effectuate the intent of this Agreement.

GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the province of Ontario, Canada without reference to the principles of conflicts of laws thereof. The parties hereto irrevocably agree to the exclusive jurisdiction of the federal and provincial courts located in the province of Ontario, Canada.

SEVERABILITY. If any section, provision, term or clause shall be found to be unenforceable or invalid, such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable consistent with the remainder of this Agreement. No such unenforceability or invalidity shall affect the enforceability or validity of any other provision of this Agreement.

INTELLECTUAL PROPERTY. Without the prior written consent of BTSidekick, Advertiser shall not make use of any BTSidekick names, trademarks, service marks, design marks, symbols or other indicia of origin. Advertiser acknowledges that it has no right, title or claim to, or license to use, any property of BTSidekick, whether intellectual or otherwise.

It is BTSidekick's policy to respond to notices of alleged intellectual property infringement that comply with applicable international intellectual property law (including Canadian intellectual property laws), which may include removing or disabling access to material claimed to be the subject of infringing activity. Furthermore, it is BTSidekick's policy to document all notices of alleged infringement on which BTSidekick acts.

As a service provider for commercial listings, please note that BTSidekick is not in a position to arbitrate trademark disputes between the advertisers and trademark owners. All Advertisers and Users are responsible for the text that they choose to use. Accordingly, trademark owners are to resolve their disputes directly with the Advertisers or Users directly.

GENERAL. This Agreement (and any referenced addenda) constitutes the entire agreement between the parties hereto and contains all of the agreements between said parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof. This Agreement may be modified or amended only by BTSidekick.