PLEASE CAREFULLY READ THESE TERMS OF USE
BEFORE USING EMERGENCYSERVICES24H.CA

Direct24 Web Advertising LTD

Terms of Use | Professionals

1. Welcome to EMERGENCYSERVICES24H.CA

1.1 These Terms of Use, together with the privacy policy, ("Privacy Policy") and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated herein by reference, are, collectively, the "Agreement".

1.2 This Agreement constitutes a legal agreement between you ("you" or "User") and Direct24 Web Advertising LTD a company incorporated in Ireland with registered number 663757 whose registered office is at Suite 4.01 Ormond Building, 31-36 Ormond Quay Upper, Arran Quay, Dublin 7, D07 F6DC, Ireland ("Direct24" or "us"). This Agreement governs your use of our services and platform (EMERGENCYSERVICES24H.CA).

1.3 By accessing, using or registering with EMERGENCYSERVICES24H.CA or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement, as we may publish from time to time. If you do not agree to accept and be bound by this Agreement, you must immediately stop using EMERGENCYSERVICES24H.CA.

1.4 To the extent permitted and except where prohibited by applicable law, this Agreement include:

(i) Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit to an informal dispute resolution process for at least 60 days prior to the initiation of any claim.

(ii) Your agreement that no claims can be adjudicated on a class basis.

(iii) Your agreement that EMERGENCYSERVICES24H.CA. is provided "as is" and without warranty.

(iv) Your agreement that (a) EMERGENCYSERVICES24H.CA is solely a communications platform that facilitates transactions between professionals (the "Professionals") and potential customers (the "Potential Customers") looking for professional services (the "Service"), (b) the Service is performed by Professionals as third parties, (c) Direct24 Web Advertising LTD has no liability for any Service or any acts or omissions of third parties, nor is responsible for the conduct, whether online or offline, of any user.

(v) Your agreement to release Direct24 Web Advertising LTD from liability based on claims relating to the Service and otherwise and your agreement to the limitation of time within which a claim can be brought.

(vi) Your agreement to indemnify Direct24 Web Advertising LTD from claims due to your use, misuse or inability to use the EMERGENCYSERVICES24H.CA, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to EMERGENCYSERVICES24H.CA.

(vii) Your consent to any modifications or amendments to this Agreement.

(viii) Your consent to the collection, use, sharing and transfer of your data as outlined in the Privacy Policy as updated from time to time.

1.5 Your acceptance of this Agreement includes allowing us to use third-party service providers to provide EMERGENCYSERVICES24H.CA to you and the rights granted to us are extended to these third parties to the degree necessary in order for EMERGENCYSERVICES24H.CA to be provided.

1.6 By using EMERGENCYSERVICES24H.CA,you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

2. What is EMERGENCYSERVICES24H.CA and how it works

EMERGENCYSERVICES24H.CA is a platform that facilitates transactions between professionals (the "Professionals") and potential customers (the "Potential Customers") looking for professional services (the "Service"). We are never a buyer and/or a seller. We provide a venue for you to complete possible transactions. This means that in addition to this Agreement, you, as Professional, will have other contractual relationships with Potential Customers. Whatever Service purchased by Potential Customers will be subject to the terms and conditions of Professionals. Any contracts related to the provision of the Service are solely between Potential Customers and Professionals. Professionals are responsible for the provision of the Service and for dealing with any claims or any other issue arising out of or in connection with the contract between you, as Potential Customer, and them.

2.2 When you, as Professional, register to use EMERGENCYSERVICES24H.CA, you will provide us some personal information (for example: contact Information such as email addresses and telephone numbers). You must not furnish false personal information and data and you must ensure that such information that you provide remain valid.

3. Appointment

3.1 You appoint us as your exclusive advertising agency in connection with your products and/or services to Potential Customers (as defined in the General Terms of Use) for a term ("Term") as hereinafter provided.

4. Scope of advertising services

4.1 We will provide you with the advertising services, as follows:

Social Marketing

Google Ads

4.2 Should you request us to perform additional services, we will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing and considered an addendum to the Agreement.

5. Ownership

5.1 All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection produced by us shall remain our property. Notwithstanding the foregoing, we grant you a limited, personal, nontransferable, nonexclusive, revocable license to access and use them.

6. Term

6.1 The term of this agreement shall commence on the date of acceptance ("Commencement Date") and shall continue until terminated by either party in accordance with the General Terms of Use.

7. Compensation and Billing Procedure

7.1 We will be compensated and you will be billed as follows:
The fees for the services materially executed by you at the Potential Customer’s residence or in a different place than indicated should be directly paid by the Potential Customer to you, and should be divided as follows:
50% (or 70%) You
50% (or 30%) Us

7.2 Professionals must pay our fee within 24 hours from receiving payment by the Potential Customers.

8. Some basics rules for use of EMERGENCYSERVICES24H.CA you should know

8.1 Professionals agree to provide Services in accordance with all applicable laws and regulations.

8.2 You shall not use EMERGENCYSERVICES24H.CA to do any of the following:

(i) Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.

(ii) Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.

(iii) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.

(iv) Use EMERGENCYSERVICES24H.CA for any purpose or in any manner that is in violation of local, state, national, or international law.

(v) Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.

(vi) Solicit employment or contract work which is not relevant to services offered through EMERGENCYSERVICES24H.CA. You may not solicit, advertise for, or contact in any form Users, contracting, or any other purpose not related to Services facilitated through EMERGENCYSERVICES24H.CA without express written permission from us.

(vii) Use EMERGENCYSERVICES24H.CA to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.

(viii) Conduct or forward surveys, contests, pyramid schemes, or chain letters.

(ix) Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.

(x) Download any file that you know, or reasonably should know, cannot be legally distributed through EMERGENCYSERVICES24H.CA, or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.

(xi) Restrict or inhibit any other User from using and enjoying EMERGENCYSERVICES24H.CA.

(xii) Imply or state that any statements you make are endorsed by us, without our prior written consent.

(xiii) Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with EMERGENCYSERVICES24H.CA, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index EMERGENCYSERVICES24H.CA in any manner, or attempt to do any of the foregoing.

(xiv) Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.

(xv) Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.

(xvi) Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.

(xvii) Use EMERGENCYSERVICES24H.CA under different usernames or identities, after your account has been suspended or terminated.

(xviii) Mirror or archive any part of EMERGENCYSERVICES24H.CA or any content or material contained on the EMERGENCYSERVICES24H.CA without Direct24 Web Advertising LTD’s written permission.

(xix) Alter transmission data without Direct24 Web Advertising LTD’s consent.

9. No Employment

9.1 Direct24 Web Advertising LTD is not your employer. You acknowledge that we do not supervise, direct, or control your work or Services performed in any manner. You provide services to Potential Customers as an independent contractor, and you are not an employee, joint venture, partner, agent, or franchisee of Direct24 Web Advertising LTD for any purpose whatsoever.

10. Intellectual Property Rights

10.1 EMERGENCYSERVICES24H.CA, and the information, data, content and materials, which it contains ("EMERGENCYSERVICES24H.CA Contents"), are the property of Direct24 Web Advertising LTD and/or its affiliates and licensors, excluding User-generated content, which Direct24 Web Advertising LTD has a right to use as described below. EMERGENCYSERVICES24H.CA Contents are protected from unauthorized copying and dissemination by copyright laws, trademark laws, international conventions, and other intellectual property laws. Direct24 Web Advertising LTD and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with EMERGENCYSERVICES24H.CA Contents. Any use of EMERGENCYSERVICES24H.CA Contents, other than as expressly permitted herein, is prohibited without the prior permission of Direct24 Web Advertising LTD and/or the relevant right holder.

The service marks and trademarks of Direct24, including without limitation including all copyright, patents, trademarks, service marks, trade names, domain names, social media identifiers, designs and the Direct24 logo are service marks owned by Direct24. Any other trademarks, service marks, logos and/or trade names appearing on EMERGENCYSERVICES24H.CA are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on EMERGENCYSERVICES24H.CA without the express prior written consent of the owner.

11. Copyright Complaints and Copyright Agent

11.1 Direct24 Web Advertising LTD respects the intellectual property of others, and expects Users to do the same. Direct24 Web Advertising LTD will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with EMERGENCYSERVICES24H.CA infringe upon that person’s or entity’s copyright or other intellectual property right (such person or entity, a "Complainant") and sends to Direct24 Web Advertising LTD a properly submitted copyright notice as indicated below, Direct24 Web Advertising LTD will investigate, and if it determines, in its discretion, that the material is infringing, Direct24 Web Advertising LTD will remove the content and may terminate the access of the User who posted such content to EMERGENCYSERVICES24H.CA in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:

(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.

(ii) A statement specifically identifying the location of the infringing material, with enough detail that Direct24 Web Advertising LTD may find it on EMERGENCYSERVICES24H.CA.

(iii) The complete name, address, telephone number and email address of Complainant.

(iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.

(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed;

(vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.

Direct24 Web Advertising LTD’s contact information for notice of alleged copyright infringement is:

Email: [email protected]

Or via Mail: [email protected]

12. Modifications to EMERGENCYSERVICES24H.CA

12.1 We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, EMERGENCYSERVICES24H.CA or any content or information on EMERGENCYSERVICES24H.CA with or without notice. We will not be liable to any party for any modification or discontinuance of EMERGENCYSERVICES24H.CA.

13. Confidentiality

13.1 The term "Confidential Information" shall mean any and all of Direct24 Web Advertising LTD’s trade secrets, confidential and proprietary information, personal information and all other information and data of Direct24 Web Advertising LTD that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. EMERGENCYSERVICES24H.CA contains secured components that are accessible only to those who have been granted a username and password by Direct24 Web Advertising LTD. Information contained within the secure components of EMERGENCYSERVICES24H.CA is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Direct24 Web Advertising LTD and agree that you will not use Confidential Information other than as necessary for you to make use of EMERGENCYSERVICES24H.CA as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify Direct24 Web Advertising LTD in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Direct24 Web Advertising LTD upon termination of this Agreement for any reason whatsoever.

14. Disclaimer of Warranties and Limitation on Liability

14.1 USE OF THE EMERGENCYSERVICES24H.CA IS ENTIRELY AT YOUR OWN RISK

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EMERGENCYSERVICES24H.CA IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER DIRECT24 WEB ADVERTISING LTD NOR ITS AFFILIATES OR LICENSORS WARRANT THAT EMERGENCYSERVICES24H.CA WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH EMERGENCYSERVICES24H.CA; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF EMERGENCYSERVICES24H.CA, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF EMERGENCYSERVICES24H.CA OR THIS AGREEMENT. NEITHER DIRECT24 WEB ADVERTISING LTD NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF EMERGENCYSERVICES24H.CA. NEITHER DIRECT24 WEB ADVERTISING LTD NOR ITS AFFILIATES OR LICENSORS WARRANT THAT EMERGENCYSERVICES24H.CA IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. DIRECT24 WEB ADVERTISING LTD AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

14.2 NO LIABILITY

YOU AGREE NOT TO HOLD DIRECT24 WEB ADVERTISING LTD, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE EMERGENCYSERVICES24H.CA, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY DIRECT24 WEB ADVERTISING LTD OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL DIRECT24 WEB ADVERTISING LTD OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE EMERGENCYSERVICES24H.CA OR ANY PROFESSIONAL SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. UNDER NO CIRCUMSTANCES WILL DIRECT24 WEB ADVERTISING LTD OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE EMERGENCYSERVICES24H.CA, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. DIRECT24 WEB ADVERTISING LTD AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH EMERGENCYSERVICES24H.CA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT DIRECT24 WEB ADVERTISING LTD OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO DIRECT24 WEB ADVERTISING LTD DURING THE TWO (2) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

14.3 RELEASE

DIRECT24 WEB ADVERTISING LTD AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF EMERGENCYSERVICES24H.CA. EMERGENCYSERVICES24H.CA IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT EMERGENCYSERVICES24H.CA CONNECTS THIRD PARTIES, DIRECT24 WEB ADVERTISING LTD WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY AND YOU EXPRESSLY WAIVE AND RELEASE DIRECT24 WEB ADVERTISING LTD FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE DIRECT24 WEB ADVERTISING LTD IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE DIRECT24 WEB ADVERTISING LTD AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

14.4 ADDITIONAL DISCLAIMER

YOU ACCEPT THAT, AS A CORPORATION, DIRECT24 WEB ADVERTISING LTD HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST DIRECT24 WEB ADVERTISING LTD’S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE DIRECT24 WEB ADVERTISING LTD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS DIRECT24 WEB ADVERTISING LTD.

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

15. Indemnification

15.1 You hereby agree to indemnify, defend, and hold harmless Direct24 Web Advertising LTD, its licensors, and each such party’s directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys’ fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use EMERGENCYSERVICES24H.CA, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another, and (v) your information and content that you submit or transmit through EMERGENCYSERVICES24H.CA. Direct24 Web Advertising LTD reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Direct24 Web Advertising LTD.

16. Mutual Arbitration Agreement

16.1 Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Direct24 Web Advertising LTD, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and Direct24 Web Advertising LTD may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to Direct24 Web Advertising LTD. Direct24 Web Advertising LTD’s address for such notices is:

Direct24 Web Advertising LTD, Suite 4.01 Ormond Building, 31-36 Ormond Quay Upper, Arran Quay, Dublin 7, D07 F6DC, Ireland .

16.2 Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Direct24 Web Advertising LTD agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.

16.3 Excluded Disputes. You and Direct24 Web Advertising LTD agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.

16.4 WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. You and Direct24 Web Advertising LTD agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

16.5 Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.

16.6 Severability. You and Direct24 Web Advertising LTD agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section 16 will be given full force and effect.

17. Governing Law and Jurisdiction

17.1 Except for the Arbitration Agreement in Section 16, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of New York, New York, except to the extent Canadian federal or provincial law says otherwise.

18. Assignment

18.1 This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.

19. General Provisions

19.1 All provisions that should by their nature survive the expiration or termination of this Agreement, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Direct24 Web Advertising LTD with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: (i) Your address for such notices is your email address and/or physical address that you have provided to Direct24 Web Advertising LTD; (ii) Direct24 Web Advertising LTD’s address for such notices is: Direct24 Web Advertising LTD, Suite 4.01 Ormond Building, 31-36 Ormond Quay Upper, Arran Quay, Dublin 7, D07 F6DC, Ireland and/or by mail to [email protected]. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Direct24 Web Advertising LTD, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Direct24 Web Advertising LTD shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Direct24 Web Advertising LTD’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.

19.2 These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

20. Changes to this Agreement

20.1 We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, EMERGENCYSERVICES24H.CA. Your continued use of the EMERGENCYSERVICES24H.CA following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

21. Contact Information

If you have any questions regarding this Agreement, please contact us at [email protected] or by mail the below address:

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