OVERVIEW AND IMPORTANT ACKNOWLEDGEMENTS
1. Your Listing Expert will formally call and confirm details supplied at the time of sign up. Your Listing Expert cannot proceed in delivering the product in full until this information is confirmed with the account holder or elected representative (this is to ensure there are no mistakes in your published information).

2. The nominated bank account will be charged the set-up fee as well as the first monthly payment at the point of sale to the value + tax agreed at the point of sale.

3. The nominated bank account will be charged on an ongoing monthly basis to the value agreed at the point of sale + tax. Monthly charges are starting from the following month, not from when the listing appears on the front page (most of the hard work is put in when the listing isn’t visible in order to optimize your listing to start appearing on the front page). 

4. I understand that the process of set up often requires a postcard being sent from Google. This can take up to 4 weeks. Your Listing Expert takes no responsibility for postal issues that may cause a delay. Other work and back-end work will be taking place while we wait for the arrival of the verification pin.

5. The postcard from Google will contain a pin number that must be supplied to Your Listing Expert in order for the services to be provided in full. Your Listing Expert takes no responsibility for delay. If the pin is not supplied either by phone or email, Your Listing Expert will make every attempt to receive the pin. If not received, Your Listing Expert will re-order to start the process again.

6. Due to the changing nature of the internet and Google’s search algorithms, practices, policies, and functionality, I understand Your Listing Expert cannot guarantee the time it will take to deliver results. However, we are happy to offer our Listing Expert promise. If we don’t get at least 1 keyword in the Top 10 of Google Places in your local town within 60 days of verification, you are entitled to a refund of costs.**

7. For Priority Plus Add-on packs, if we do not achieve Top 3 within 90 days, you are entitled to a refund of the Add-on costs (49.99 CAD + p/month).

8. I understand that my Google Places rank will frequently change as they are controlled by Google. For any queries or concerns, I will contact Your Listing Expert Customer Service Team.

9. I understand with Prioritize Me product involving “surrounding areas,” Your Listing Expert cannot predict the frequency of rank on keywords in surrounding areas as this is solely controlled by Google.

10. Your Listing Expert will assist in every way possible but cannot control the content of any reviews posted about your business on the Google Places.* Ask about our review management product if required.

11. I understand that Your Listing Expert is not owned or affiliated in any way with Google. Your Listing Expert specializes in setting up and optimizing the Google Places listings.

12. I understand that this is a monthly rolling contract that can be opted out by giving 30 days’ notice either through phone or email. I understand my cancellation notice isn’t recognized until I have received a confirmation email from Customer Service.

13. I understand refunds will not be issued for a drop in ranking outside of the 60 day period as Google updates and changes might affect rankings; however, I understand Your Listing Expert will be re-optimizing my listing and working on it continually in order to achieve top 10 rankings in this case.

14. I understand that during and after the setup process, Google sometimes requires businesses to be re-verified. This may affect timelines set for rankings and current rankings.

15. I understand that any failure or defaulted payments within my duration with Your Listing Expert forfeits all rights to refunds and timeline guarantees as this will affect the normal process of work completed by the technical team.

16. I understand that re-verification will occur from time to time at the request of Google. This can affect ranking, but I understand Your Listing Expert will do everything in their power to resolve and ensure ranking effects are rectified as soon as possible. This may also affect the 60/90 day money-back guarantee if it occurs during that period; for any concerns, I will raise this with my case manager.

17. If a social media account gets suspended,  Your Listing Expert will try to get it back but cannot guarantee the recovery of the account.

18. With the Social Media services Your Listing Expert cannot guarantee a specific number of growth, engagement or return-on-investment (ROI). 

19. If the client makes any changes to their website, after it has been developed, we are not responsible for any errors or issues. 

20. After the website is created and live, if the client wants to make any changes there will be additional charges which will be agreed upon prior to the changes being made.

21. Your Listing Expert has the right to use material created by our company for marketing purposes unless explicitly informed by the client or prior to using the content.

TERMS AND CONDITIONS (FULL DETAIL)
These Prioritize Me Services Terms & Conditions (“Agreement”) are between Your Listing Expert Inc. (“Your Listing Expert”) and you for the provision of business listing optimization services and related services described below. You acknowledge that you have read, understood, and agreed to these Prioritize Me Services Terms & Conditions and agree to be bound by them. Your continued receipt or use of the Services indicates your agreement to these Prioritize Me Terms & Conditions, together with the Your Listing Expert Master Services Terms & Conditions and our Privacy Policy. In these Prioritize Me Terms & Conditions, all references to “Site” shall mean your website to be used for the purposes of this Agreement, the URL of which is set out in your Application Form. If there is any inconsistency between the provisions of these Prioritize Me Terms & Conditions and the Master Services Terms & Conditions, the latter will prevail to the extent of any inconsistency. Your Listing Expert shall provide business listing optimization services and related services, and perform its obligations, in accordance with your Application Form (“Services”).

SERVICES
Your Listing Expert shall provide the Services in accordance with your Application Form and this Agreement, and any time frames set out therein shall be estimates only, and time for performance shall not be of the essence. In order to provide the Services, you grant us the sole and exclusive right to manage and operate your Google account, username, password, and pin code (whether this account was set up prior to this Agreement or otherwise), and you shall provide us with such account, username, password and pin code details. We shall not be able to commence the provision of Service until you have provided us with your Google account, log-in, password, and pin code. In order to properly provide the Services, Your Listing Expert may, at its reasonable discretion, refuse any request by you for the details of your Google account, username, password, and pin code.

SOCIAL MEDIA
These terms and conditions of use (the “terms” or “Agreement”) govern our social media-based websites, accounts, pages, and applications (or collectively, our “sites”) that belong to, or are managed by Your Listing Expert Ltd. By accessing and/or using our sites, you are agreeing to be bound by these terms, all applicable laws and regulations, and any other applicable policies, terms, and guidelines established by Your Listing Expert Ltd. and those of any third parties.

Your Listing Expert Ltd. has official profiles on a number of social networks, this does not mean that we are endorsing their products or services.

We do not, in any way, adopt, endorse, or guarantee the accuracy of content posted by others. We are not legally responsible for content posted by third parties on our sites. We do not endorse clicking on links posted by other social media users, as these links may pose risks to your computer or take you to inappropriate sites.  We do not provide investment, legal, tax, or other specialist advice through our sites. If you are not able to use or access our sites, or websites linked to through them, we are not responsible for any problems this causes.  We may disclose your communications and activities on our sites in response to requests by any government agency.

Those that have a business relationship with Your Listing Expert Ltd. and/or any other interests are responsible for adhering to any previous restrictions and/or obligations regarding information that may be deemed non-public. These terms in no way replace terms outlined in any other agreement executed between Your Listing Expert Ltd. and you.

WEBSITE
This Services Agreement (the “Agreement”) contains the complete terms and conditions which govern your subscription of Website Design, Development and other Internet-related services provided by Your Listing Expert Ltd.  You acknowledge that you have read the Agreement, and you agree to its terms and conditions and all policies posted on the Your Listing Expert’s site. As referred to in this Agreement, “Site” refers to a World Wide Web site and “Your Listing Expert” refers to the Site located at the URL https://www.yourlistingexpert.com or any other successor Sites owned or maintained by Your Listing Expert Ltd.

If a Client accepts a quote, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

To remain efficient, Your Listing Expert Ltd. must ensure that work we have programmed is carried out at the scheduled time. On occasion, we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as a result, we reserve the right to impose a surcharge.

If you agree to provide us with the required information and subsequently fail to do so prior to the commencement of the project, we reserve the right to close the project, and the balance remaining becomes payable immediately.
Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website.

The client agrees to reimburse Your Listing Expert Ltd. for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography, etc.

Your Listing Expert Ltd. makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Safari, Google Chrome, etc.). The client agrees that Your Listing Expert Ltd. cannot guarantee correct functionality with all browser software across different operating systems.

A link to Your Listing Expert Ltd. will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Your Listing Expert’s portfolio.

GOOGLE ADS
The customer acknowledges that Your Listing Expert Ltd. in any way has no affiliation to Google and its affiliates. The customer authorizes Google and its affiliates to place Customer’s advertising materials, feed data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Google or its affiliates on behalf of Google or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Google and its affiliates to use automated tools to format Ads. Google and its affiliates may also make available to Customer certain optional Program features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and Destinations. Google and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any or no reason. Google and its affiliates may modify or cancel Programs at any time. Customer acknowledges that Google or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

The customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Google policies available at google.com/ads/policies, and all other policies made available by Google to Customer, including Partner policies, and to the extent applicable, the Google EU User Consent Policy at privacy.google.com/businesses/userconsentpolicy (in each case, as modified from time to time, “Policies”). Customer also authorizes Google to modify Ads as described in Policies. In connection with the Program, Google will comply with the Google Privacy Policy available at google.com/policies/privacy (as modified from time to time). To the extent Program Use is within scope, Google and Customer agree, as applicable, to the (i) Google Ads Controller-Controller Data Protection Terms at privacy.google.com/businesses/controllerterms; or (ii) Google Ads Data Processing Terms at privacy.google.com/businesses/processorterms (collectively the “EU Data Terms”). Google will not modify the EU Data Terms, except as expressly permitted under the EU Data Terms. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Google advertising-related information from any Property except as expressly permitted by Google, or (iv) attempt to interfere with the functioning of the Programs. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Google.

VIDEO EDITING & CREATION
These terms and conditions shall apply in respect of all goods and services we supply to you whether specified overleaf or otherwise (“the Service”). Except to the extent that these terms and conditions are varied by mutual consent, they together with the brief and quotation overleaf shall constitute the entire agreement between us and shall prevail over your own terms and conditions. You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.

The Service shall be delivered to you in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals.

We shall produce one master copy of the production only for your use. Should you require further copies, an additional charge will apply.  A separate quotation will be issued for the production of additional copies. Times given for delivery of the Service are estimates only, and time shall not be of the essence.

Additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:

a. Changes that result from inaccurate or misleading information having been supplied by you in preparation of the brief;

b. Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;

c. Changes that result from a significant change to the brief;

d. Additions to the original brief in the form of extra variations or edits of the originally planned piece, such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.

Video Content: you assert, represent and certify it and our use thereof as intended in this agreement. The Service does not intend to violate any laws or third-party rights. As a Client, you agree not to post Content that: could potentially cause damage or loss to any individual or property;  comprises any content or information that we believe to be harmful, unlawful, defamatory, abusive, racially or ethnically abusive, infringing, invasive of publicity rights or personal privacy, libelous, harassing, profane, threatening, humiliating to other people publicly or otherwise, or otherwise offensive; pursues to injure in any way or exploit children by subjecting them to content that is inappropriate; consists of any content or information that is criminal (inclusive of, with no limitations, the disclosure and distribution of insider information of another party’s trade secrets under securities laws); could possibly represent or further tort or a crime; has content or information that you know and believe to be incorrect.

You agree to post Content that do not infringe on third-party rights of any kind, including and not limited to rights to privacy and Intellectual Property Rights.
Make known that you are the owner of a piece of musical composition’s copyright rights, inclusive of and not limited to the mechanical, sound recording rights, and performance, with respect to all aspects of the musical work (including lyrics) and sound recording included in the said Content.
We reserve the right, although we are not obliged, to solely determine whether or not to reject and/or delete any Content that we believe infringes on these stipulations.

As a Client, you alone are accountable for the Content you post (whether or not they belong to you), and you are liable for the penalties and costs of uploading and/or publishing the materials.

GRAPHIC DESIGN & BRANDING
The following Terms and Conditions of Service apply to all products and services provided by Your Listing Expert Ltd. All work is carried out by Your Listing Expert Ltd. on the understanding that the client has agreed to Your Listing Expert Ltd.’s terms and conditions.
Copyright is retained by Your Listing Expert Ltd. on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.

If a choice of design is presented, only one solution is deemed to be given by Your Listing Expert Ltd. as fulfilling the contract. All other designs remain the property of Your Listing Expert Ltd., unless agreed in writing that this arrangement has been changed.
At the time of proposal, Your Listing Expert Ltd. will provide the customer with a written estimate or quotation. The Terms and Conditions can be read on Your Listing Expert Ltd.’s website.  A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to Your Listing Expert Ltd. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept Your Listing Expert Ltd.’s terms and conditions. No work on a project will commence until either document has been received by Your Listing Expert Ltd.

By supplying text, images and other data to Your Listing Expert Ltd. for inclusion in the customer’s business cards, flyers, pamphlets, website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by Your Listing Expert Ltd. on behalf of the customer, will remain the property of Your Listing Expert Ltd. and/or its suppliers.

The customer may request in writing from Your Listing Expert Ltd., the necessary permission to use materials (for which Your Listing Expert Ltd. holds the copyright) in forms other than for which it was originally supplied, and Your Listing Expert Ltd. may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.

By supplying images, text, or any other data to Your Listing Expert Ltd., the customer grants Your Listing Expert Ltd. permission to use this material freely in the pursuit of the design.

Should Your Listing Expert Ltd., or the customer supply an image, text, audio clip or any other file for use in a business cards, flyers, pamphlets, website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Your Listing Expert Ltd. to remove and/or replace the file on the site.

The customer agrees to fully indemnify and hold Your Listing Expert Ltd. free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.

Any design, copywriting, drawing, idea, or code created for the customer by Your Listing Expert Ltd., or any of its contractors, is licensed for use by the client on a one-time-only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Your Listing Expert Ltd.

All design work where there is a risk that another party makes a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Your Listing Expert Ltd. will not be held responsible for any and all damages resulting from such claims. Your Listing Expert Ltd. is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Your Listing Expert Ltd. responsible for any such loss or damage. Any claim against Your Listing Expert Ltd. shall be limited to the relevant fee(s) paid by the customer.

Images that are supplied in an electronic format are to be provided in a format as prescribed by Your Listing Expert Ltd. via e-mail, USB or other device. Images must be of a quality suitable for use without any subsequent image processing, and Your Listing Expert Ltd. will not be held responsible for any image quality which the client later deems to be unacceptable. Your Listing Expert Ltd. cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.

CUSTOMER RESPONSIBILITIES
You acknowledge that the ability of Your Listing Expert to provide the Services is dependent upon your full and timely co-operation (which you agree to provide) and any other information and data provided by you or on your behalf. Your Listing Expert shall not be liable for any delays resulting from your failure to fulfill any of your obligations or from an act or omission of a third party. You shall provide Your Listing Expert with access to, and use of, all information, data, and documentation reasonably required by Your Listing Expert for the performance of its obligations. You acknowledge that Your Listing Expert may amend, add or delete information or materials on your Site, Google Places, or Google Plus page from time to time to maximize the ability of Your Listing Expert to provide the Services. Reviews, other directories, and online mentions are at Your Listing Expert’s discretion in order to achieve desired increase in ranking.

CHARGES AND PAYMENT
The Charges payable for each Service, whether recurring or not, are set out in your Application Form. Your Listing Expert shall issue invoices to you in respect of the Charges and frequency set out in your Application Form. The charges shall be payable in Canadian Dollars or United States Dollars at the time of completing an Application Form and must be made by one of the methods outlined in the Application Form or invoices. All deposits or advanced payments are non-refundable. You remain committed to pay us for all Charges for Services for their full invoicing period, irrespective of whether:

This Agreement has been suspended or terminated during such invoicing period, or Such Services have been changed or cancelled during such invoicing period.

Unless otherwise stated, all Charges and other amounts payable are exclusive of tax. If tax becomes payable on any supply made or provided, on which tax is not payable at the date of this Agreement, you will pay Your Listing Expert an additional amount equal to the value of consideration for the supply multiplied by the prevailing tax rate. Your Listing Expert may set off any amounts due and payable under this Agreement (or otherwise) against amounts that may be payable by Your Listing Expert to you. Your Listing Expert reserves the right to charge interest on overdue amounts at an average annual base rate ruling on the due date. Your Listing Expert may by notice suspend work and your use of and access to Services until outstanding invoice(s) are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence. Invoices may only be disputed by you by providing Your Listing Expert written details of dispute within fourteen (14) days of the invoice date, failing which invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.

VARIATIONS AND CANCELLATIONS
You can cancel any ongoing monthly commitments with 30 days’ notice via phone or email. Your Listing Expert may change this Agreement or the Services by giving written notice (whether by email, fax, or post to designated email address, fax number, or postal address, notified by you as part of your registration process), or by posting an updated Terms & Conditions on our Site and your continued use of the Services after the date of such change will constitute your acceptance of such update.

WARRANTIES
Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement. The Services comes with guarantees that cannot be excluded under Canadian Business Law. You are entitled to a replacement or a refund for major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services supplied again, or payment of the cost of having the Services supplied again if the Services fail to be of acceptable quality and the failure does not amount to a major failure. While Your Listing Expert shall perform the Services with reasonable care and skill, it cannot guarantee improved rankings in the major search engines as it does not control the algorithms of the search engines, nor is it able to guarantee the time it will take to achieve certain results. You acknowledge that Your Listing Expert makes no warranty that the Services will generate any increase in sales, business activity, profits, clicks to your Site, exposure of your business or your keywords (including, but not limited to, the position your Site is placed on a search result page or the frequency and time of day that your Site is displayed), or any other form of improvement for your business or Site, or any other purpose.

You acknowledge that changes in the Internet, search engine algorithms, practices, policies, and functionality, and new website competition may influence a keyword search engine ranking as time passes. Additionally, new sites and potentially competitor websites are being optimized and submitted every day to achieve a good search engine ranking. Rankings and placement may also be affected by your changing of keywords. Your Listing Expert cannot control, and it shall not be responsible for, in any manner whatsoever, any reviews, ratings, commentary, or materials published about you or your business, whether via Google Places or any third party websites or references. Your Listing Expert does not warrant that Services will be uninterrupted, error-free, or virus-free or that the Services will meet your requirements (such as search engine optimization, performance, or reliability). Any time frames are provided as guides or estimate only. Your Listing Expert cannot ensure that work carried out will not result in Google or any other search engine suspensions or penalizations to listings. This Agreement sets out the full extent of Your Listing Expert obligations and liabilities in respect of the supply of Services.

LIABILITY
Notwithstanding anything else contained herein, you are solely responsible for the contents of your Site, and Your Listing Expert shall not be held liable or accountable for the contents of your Site (including without limitation in connection with infringement of intellectual property rights of any other party). Your Listing Expert urges you to maintain backup versions of your Site’s content to guard against losses of any kind. To the extent permitted by law, Your Listing Expert, its directors, partners, and employees hereby expressly exclude:
any liability for loss of income or revenue; loss or interruption of business; loss of uptime; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect or consequential loss or damage incurred by you or any end-user in connection with Services, or use of Services; and any other loss or damage of any kind (including for any injury to any person), however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
This does not affect the liability of Your Listing Expert, which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted, or modified except to a limited extent. If any such laws apply, then to the extent permitted by law. Your Listing Expert liability is limited to any one or more of the following (in its sole discretion):
in the case of any goods (failing to be of acceptable quality and the failure does not amount to a major failure), replacement or repair of goods, or supply of equivalent goods, or payment of the cost of repairing or replacing goods or supplying equivalent goods; in case of services (failing to be of acceptable quality and the failure does not amount to a major failure), supply of services again or payment of the cost of having services supplied again.
Without limiting foregoing and to the extent allowable at law, you agree that Your Listing Experts’ maximum aggregate liability (including any liability for the acts or omissions of its employees, agents, contractors, and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount of fees paid or payable to Your Listing Expert under this Agreement for the Service that is the subject of the breach, only from the time that the breach has occurred. You shall indemnify Your Listing Expert, its directors, partners, and representatives from all actions, claims, damages, liabilities, or costs (including legal costs) arising from, or directly or indirectly related to use of Services by you or anyone else, or otherwise arising as a result of this Agreement. Your Listing Expert cannot be held responsible or liable for any suspensions or penalizations to listings. The work carried out is under your instruction and at your own risk.

INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
Your Listing Expert retains intellectual property rights in all programming modules, code, computer programs material, tools, data, know-how, and anything else generated in the course of providing (directly or indirectly) Services; and all intellectual property rights existing prior to commencement of such Services (“Your Listing Expert” IP) Your Listing Expert licenses to you the right to access Your Listing Expert IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of this Agreement. You acknowledge that Services may include individual third-party software or third-party intellectual property rights (“Third Party IP) and the license in the clause. Your rights to use Services is without prejudice to Third Party IP. Any rights to access Third Party IP shall be limited to the extent of Your Listing Expert’s right to access same and its ability to pass on such rights to you. In relation to any data, content, information, or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.8.6 Save as required by law, you shall not disclose any confidential information relating to Your Listing Expert or its affiliates obtained during or arising out of this Agreement to anyone (except your employees on an as-need basis).

TERM AND TERMINATION
This Agreement commences on the date Your Listing Expert commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on the date we complete the Services or as otherwise set out in your Application Form unless the parties agree in writing to extend the term of this Agreement. Notwithstanding the foregoing, where the Services relate to support services, the duration of support services shall commence on the date of verification by Your Listing Expert (that is, verification via Google Places Listing). Your Listing Expert may terminate or suspend this Agreement (without any liability): at any time by giving you at least 14 days’ notice; immediately on giving notice to you, if you breach, including failure to pay the Charges; or you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business. Should Your Listing Expert elect to reinstate such suspended Service, you shall be responsible for Your Listing Expert standard re-activation charge. Termination of this Agreement shall not affect the continuation of the Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force, which shall remain operational in all other respects. On termination or expiration of this Agreement: Your Listing Expert shall invoice you for all amounts then due but unbilled; any amounts or deposits already paid by you shall not be refunded in any circumstances; and you shall set up an alternative Google account in order for us to transfer your Google Places account to, and where such transfer is not possible, you must promptly set up a new Google Places account (at which time we will thereby delete and remove your listing from our account).

NON-SOLICITATION
You shall not, during the duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of Your Listing Expert or others involved in the provision of Services.

NOTICES
All notices given by Your Listing Expert may be given by email to the address notified by you to Your Listing Expert in your Application Form. It is your obligation to keep that email address current and correct. You agree that record of Your Listing Expert having sent a notice to you by email is, of itself, conclusive proof of receipt. Notices given by you must be delivered to Your Listing Expert in writing at info@yourlistingexpert.com.

ENTIRE AGREEMENT
This Agreement, and documents referred to herein, contains the entire understanding between parties as to its subject matter and supersedes and excludes all prior and other discussions, specifications, representations, and arrangements relating to Services including, but not limited to, those relating to performance or results that ought to be expected from the Services. Any representations (oral or written) given by, or on behalf of, Your Listing Expert shall not be relied upon. Notwithstanding, you shall also be bound by policies or guidelines of Google support.google.com/places/bin/topic.py?hl=en&topic=1656880&parent=1656875 and Yahoo! (which may change at any time) and the Privacy Policy. We urge you to keep up-to-date with these policies and guidelines and check them frequently to ensure you are aware of any changes. You acknowledge that Your Listing Expert has no connection, affiliation, sponsorship, or endorsement with Google, and nothing shall be construed in this manner at any time.

GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Canada, and parties submit to the exclusive jurisdiction of that Province.