www.esourcecanada.com Last Revision date: February 10, 2004 USER AGREEMENT www.esourcecanada.com is an online business-to-business Web site owned and operated by BIG Magazines LP ("BIG"). Whereas BIG offers a service ("service") that is a forum for employers to post job opportunities ("Listers"). And whereas Users wish to access this Web-based service for the purpose of posting job opportunities or contacting Listers to see if they can apply for a job opportunity under the terms set out on www.esourcecanada.com. ("Users") The following describes the terms on which BIG offers you access to these services. By using the Site, User accepts and agrees to abide by the terms of this www.esourcecanada.com User Agreement ("User Agreement"). User may review these terms at any time by clicking on the User Agreement link which can be found at the bottom of every page. In addition, by accepting this user agreement, you agree that your use of our affiliated web sites will be governed by the terms and conditions posted on those web sites. 1. Eligibility to Participate. The Service is available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not available to minors or to temporarily or indefinitely suspended, already-registered users. If you are a minor, you may use this service only in conjunction with your parents or guardians. If you do not qualify, please do not use these services. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Agreement. 2. Description of the Service. You acknowledge that the Site is intended to be an on-line career/job advertising service where Listers may post job opportunities available and where Users find and apply for jobs (the "Service"). BIG is not a party to any transaction entered into by means of this Site. Without limiting the effect of any provision in this User Agreement, User acknowledges that the Service does not include any responsibility, oversight, control, monitoring or any other direct or indirect involvement on the part of BIG with respect to any transactions of purchase and sale of goods or services using BIG"s facilities. 3. Registration. 3.1 User"s Obligations. As a necessary part of the Service, User agrees to provide the information about the User requested during the User"s registration process. In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. 3.2 User Id, Password and Security. You will choose a password and user Id as part of the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3. 4. Legal Compliance. Lister is solely responsible for the contents of his or her transmissions through the Service. User's employment of the Service is subject to all applicable laws, statutes and regulations ("Applicable Laws"), including but not limited to those laws regarding (a) court ordered publication ban; (b) restrictions on publishing, printing, distributing, possessing, selling, advocating, promoting, or exposing, obscene material, child pornography, or hate propaganda and you understand that these situations could generate criminal liability; (c) restrictions on the use of trade-marks or trade names; (d) restrictions on the use of copyright work, including without limitation, software; (e) restrictions on defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, unfair competition and other situations which could generate civil liability; and (f) export and import restrictions. Further, User agrees: (1) to comply with all Applicable Laws regarding the transmission of technical data exported from Canada or the U.S. through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and, (4) to comply with all regulations, policies and procedures of networks connected to the Service. User agrees not to transmit through the Service any false, inaccurate, misleading, fraudulent, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Laws. User agrees not to transmit through the Service information that constitutes an infringement of copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Attempts to gain unauthorized access to other computer systems are prohibited. 5. Privacy Policy. 5.1 No Personal Information Collected without your Knowledge and Consent. We collect no personal information about you unless you choose to provide that information. We do not use techniques that collect personal information about you without your knowledge. When you browse the Site, you are anonymous and no personal information is being collected. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the Canada that are protected by physical as well as technological security devices. Please read the full Privacy Policy by clicking on the Privacy Policy link which can be found at the bottom of every page. If you object to your Information being transferred or used in this way please do not use the Service. 5.2 Credit Cards. BIG uses credit card numbers submitted to us through the Site for payment purposes only, and not for marketing purposes. Occasionally, we make our subscriber list available to carefully screened companies whose products and services might be of interest to our Users. We will not release personal information about you as an individual to a third party, with the exception of business contact information (name, title, company, address). At such time, you will be provided the opportunity to decline future correspondence or offers. 5.3 Opting Out. Receiving correspondence is optional. You may opt out of being included in our mailing list, even after granting prior permission, by sending a request via email to our privacy officer at jhunter@businessinformationgroup.ca. Please indicate "privacy" in the subject line. If you prefer to contact Business Information Group by regular postal mail, please write to: Privacy Officer Business Information Group 80 Valleybrook Drive Toronto, ON M3B 2S9 6. Fees & Services. Registration and joining the Service is free. There is a fee for listing a job opportunity through the Service. The schedule of fees is available by clicking on the "prices/packages" link on the "For Employers" page. We may change the Fees and the fees for the Service from time to time. Changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the Site. However, we may choose to temporarily change the Fees and the fees for the services for promotional events (for example, free listing days) and such changes are effective when we post the temporary promotional event on the Site. When you list an item you have an opportunity to review and accept the fees that you will be charged for the use of the services. We may in our sole discretion change some or all of the services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in Canadian Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes. All fees are NON-REFUNDABLE. THERE IS ABSOLUTELY NO REFUND, NO CREDIT PARTIAL OR OTHERWISE FOR ANY PAID SERVICES PURCHASED OR OFFERED THROUGH THE SITE. 7. Images and Descriptions. User agrees that where Lister has provided both an image of the job opportunity and a text description of the job opportunity, in all cases the text description shall be taken as the more accurate representation of the job opportunity being offered. 8. www.esourcecanada.com is a venue/facilitator. The Site is only a venue for registered Listers to post job opportunities and to collect job applications from Users. User acknowledges that the role of BIG is limited to facilitating the contact of the Lister and the User and the BIG does not endorse or take any responsibility for the content of any Listing posted through the Service. User acknowledges that BIG is not responsible for any breaches of contract by the Lister or any other person. BIG has no control over the quality, safety or legality of the items posted, the truth or accuracy of any information provided by Listers, or the ability of Listers to fulfill their obligations or otherwise complete transactions. The Lister of an item offered through this Service is solely responsible for description, title and all other matters relating to the offer of such items. BIG does not control the information provided by other Users which is made available through the Site. Some of this information may be found to be offensive, inaccurate or deceptive. Please use caution and common sense when using the Site. Please note that there are also risks related to dealing with foreign nationals, underage persons or people acting under false pretences. 9. No Agency. BIG is not the agent, fiduciary, trustee, partner or other representative of any Vendor or User. Under no circumstances and in no way shall BIG be construed as being either a direct or indirect party to any transaction conducted by means of this Service. 10. Listing Policy. You must be legally able to offer the job position you list on the Site. You must describe your job opportunity on the listing page of the site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the job opportunity. All listed items must be listed in an appropriate category. 11. Your Information. "Your Information" is defined as any information you provide to us or other users in the registration, or listing process, in any public message area (including the Advertised item or the feedback area) or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. 12. License. This is solely to enable us to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. We will only use Your Information in accordance with our Privacy Policy. 13. No Resale of the Service. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. 14. Modifications to the Service. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 15. Withdrawal of an Item. BIG reserves the right to remove a job opportunity from the Service prior to the closing of the listing period with respect to that item, halt any part of the Service during its progress, and/or remove, screen or edit any materials or content on the Site. BIG may refuse service to anyone at any time at its sole discretion. 16. Monitoring. BIG has the right, but not the obligation, to monitor any activity and content associated with the Site. BIG may investigate any complaints or reported violation of this User Agreement or any other policy and take any action that it deems appropriate, which may include, but is not limited to, issuing warnings, suspending or canceling registration for the Service, denying access and/or removing any materials on the Site, including Listings. 17. Termination of Access User agrees that BIG, at its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if BIG believes that you have violated or acted inconsistently with the letter or spirit of our User Agreement. BIG may also at its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this User Agreement may be effected without prior notice, and acknowledge and agree that BIG may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that BIG shall not be liable to you or any third-party for any termination of your access to the Service. 18. Non-compliance. If User objects to any of the terms of this User Agreement or any amendments thereto as provided in Section 19, or is dissatisfied with the Service in any way, User must discontinue use of the Service and terminate Service membership by notice to BIG. 19. Amendment to User Agreement. User acknowledges that BIG may at any time modify the User Agreement, any Service features, benefits or rules, by posting the amended terms on the Site even though changes may affect User. All amended terms shall be effective upon being posted on this site. Except as aforementioned, the User Agreement may not be otherwise amended except in writing signed by User and BIG. This Agreement was last revised on the date first written above. 20. Report Violations. Please report any violations of the User Agreement to our Customer Service. 21. Entire Agreement. This User Agreement comprises the entire agreement between User and BIG and supersedes all prior agreements between the parties regarding the subject matter contained herein. 22. Arbitration. 23.1 Resolution of Disputes. Any controversy, dispute or claim arising out of or in connection with this User Agreement, including the arbitrability of any dispute, shall be settled by final and binding arbitration conducted in Toronto in accordance with the laws of Ontario before a single arbitrator (the "Arbitral Tribunal") appointed in the manner described below. 23.2 Arbitration Procedures. The arbitration shall be commenced and the arbitrators shall be appointed as follows: The party wishing to initiate arbitration shall deliver written notice to the other party in the manner prescribed by this Agreement. The notice of arbitration shall contain a statement of claim including the following: (i) a demand that the dispute be referred to arbitration; (ii) a description of the claim and an indication of the facts supporting it; (iii) the relief sought and the amount claimed; and (iv) the name of the proponent's proposed arbitrator. The party receiving notice shall, within twenty days after commencement of the arbitration, respond to the claimant by submitting a response to the issues raised in the notice of arbitration, which response shall include a counterclaim, if any, and confirmation that the proposed arbitrator is acceptable or else the name of its proposed arbitrator. If the parties are unable to agree upon the arbitrator, the parties shall apply to the appropriate Ontario court for appointment. 23.3 Obligations and Expenses. In the event of a dispute, the parties shall continue to perform their respective obligations under the User Agreement, including during the arbitration proceedings or until the Arbitral Tribunal orders otherwise. The parties further agree that the expenses of any arbitration, including those of the Arbitral Tribunal and respective lawyers' fees, shall be borne exclusively by User and User shall reimburse BIG for all expenses incurred in the arbitration. 23. DISCLAIMER OF WARRANTIES. USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. THE SERVICE AND THE ITEMS AND PRODUCTS SOLD THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MAKES NO WARRANTY THAT POSTINGS WILL BE CORRECTLY PROCESSED OR ACCEPTED OR THAT THE SERVICE WILL BE FREE OF TECHNICAL DIFFICULTIES. BIG EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTIBLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND ANY ITEMS OR PRODUCTS SOLD THROUGH THE SERVICE. Some states or jurisdictions do not allow disclaimer of implied warranties or conditions, so the foregoing disclaimer may not apply to User. This Warranty gives you specific legal rights and you may also have other legal rights which vary from jurisdiction to jurisdiction. BIG MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BIG MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. 24. Limitation of Liability. BIG SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER DERIVED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (a) THOSE ARISING FROM THIS USER AGREEMENT, THE USE OR THE INABILITY TO USE THE SERVICE OR FROM ANY PRODUCT SOLD THROUGH THE SERVICE, (b) AS A RESULT OF THE FAILURE OF THE SYSTEM TO PROCESS OR ACCEPT A A LISTING, (c) BY REASON OF BIG'S REMOVAL OF AN ITEM FROM THE SERVICE, HALTING BIDDING DURING ITS PROGRESS, REMOVING, SCREENING OR EDITING ANY MATERIALS OR CONTENT ON THE SITE OR REFUSING TO PROCESS ANY INFORMATION NECESSARY TO ENTER INTO OR COMPLETE A TRANSACTION OR SUSPENDING A TRANSACTION AFTER PROCESSING HAS BEGUN, (d) AS A RESULT OF THE EXERCISE OF BIG'S RIGHT TO MODIFY OR DISCONTINUE THE SERVICE OR ANY PART OF THE SERVICE, OR (e) FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION OF LISTER'S TRANSMISSIONS OR DATA, AND INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING AS A RESULT OF THE NEGLIGENCE OF BIG, OR DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF BIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BIG'S LIABILITY FOR ANY CLAIM UNDER THIS USER AGREEMENT OR RELATED TO THE SUBJECT MATTER OF THIS USER AGREEMENT EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY SELLER TO BIG HEREUNDER. 25. Indemnification. User agrees to indemnify and hold BIG, its parents, partners, subsidiaries, affiliates, officers, employees, representatives and agents, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's employment of the Service, the violation of this User Agreement by User, or the infringement by User of any intellectual property or other right of any person or entity. For greater certainty, but without limiting the general applicability of Section 22, User's obligations under this indemnification provision apply notwithstanding that the damages for which User is obligated to indemnify pursuant to this Section may have been caused by an individual, other than User, who used User's ID, password and/or computer. 26. Notice. Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Service. 27. Governing Law and Attornment. This User Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable in the Province of Ontario and will be treated, in all respects, as an Ontario contract. Subject to Section 22, User agrees to submit to the exclusive jurisdiction of the courts of the province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court. User further agrees that it irrevocably waives any right to, and will not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens. 28. Provisions Unenforceable. Any provision(s) of this User Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of the User Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. BIG may, to the extent possible, amend the User Agreement so as to give effect to the intent of the severed provision. 29. General. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 30. Waiver. BIGs failure to exercise or enforce any rights or provisions of this User Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BIG by notice in writing. 31. Limitations on Actions. User and BIG agree that any cause of action arising out of or related to the Service must commence within twelve (12) months after the cause of action arose; otherwise, such cause of action is permanently barred.