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BY ADDING THE CTV.CA HEADLINE LINKS TO YOUR WEBSITE AND/OR LINKING TO THE CTV.CA WEBSITE YOU REPRESENT THAT YOU ARE OF THE LEGAL AGE OF CONSENT IN YOUR JURSIDICTION AND YOU AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS:

1. This Agreement sets forth the terms under which CTV Television Inc. ("CTV") permits you or your company ("You") to incorporate the CTV.ca Headline Links onto the pages of Your Internet website.

2. CTV grants You a non-exclusive, non-transferable, non-sublicensable, revocable license (the "License") to incorporate CTV.ca headline hypertext links as provided by CTV (the "CTV.ca Headline Links") onto Your website under the sole heading "CTV.ca Headlines".  You may display the CTV.ca Headline Links only in accordance with the placement, colour, font and size specifications as may be provided by CTV and You agree not to modify, alter or otherwise change any CTV.ca Headline Link in any way.  You may use the CTV.ca Headline Links and authorize users of your website ("Your User") to use such links only for the purposes of directly accessing the CTV.ca website.  You agree not to frame or otherwise filter or block any pages or content returned as a result of Your User clicking on any of the CTV.ca Headline Links.  Further, you agree not to associate any of the CTV.ca Headline Links or any of the results returned by clicking on such Links with the images, designs, logos, marks, tradenames, trademarks or other identifier of any person other than CTV.

3. CTV and its suppliers and licensors reserve all rights in and to the CTV.ca Headline Links and any images, designs, logos, works, tradenames, trade-marks and other intellectual property rights contained therein or made a part thereof.  All such rights in and to the CTV.ca Headline Links are owned or licensed by CTV and are protected by applicable Canadian and international law.  As a condition to your use of the CTV.ca Headline Links, you agree to take all reasonable steps to protect the rights of CTV, its suppliers and licensors in and to the CTV.ca Headline Links, and you agree not to take any action, or otherwise use the CTV.ca Headline Links in conjunction with any content, which would disparage or diminish such CTV.ca Headline Links or the rights of CTV, its suppliers and licensors therein.

4. The License and all rights licensed to You under this Agreement, including but not limited to any images, designs, logos, works, tradenames and trade-marks, shall be automatically and immediately revoked upon termination of this Agreement.

5. You are solely responsible for the development, operation and maintenance of your website and for all materials and content that appear on it.  You acknowledge and agree that CTV shall not be liable for any loss or liability to You or to Your Users relating in any manner to any use of the CTV.ca Headline Links and the CTV.ca website and You agree to indemnify and hold CTV and its suppliers and licensors harmless from any and all damages, claims and expenses arising as a result of any such use.

6. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and CTV.  You are not authorized to represent CTV to third parties in any manner.  You agree not to make any statement that might reasonably be misinterpreted by a third party as indicating the existence of such a relationship.

7. The term of this Agreement and License begins upon your acceptance and use of the CTV.ca Headline Links and ends upon notice of termination by either You or CTV at any time.  For greater certainty, CTV reserves the right to terminate this Agreement and the License granted hereunder at any time, for any or no reason whatsoever and without liability to You or to any of Your Users.

8. CTV may at any time modify any of the terms and conditions contained in this Agreement. A change notice may also be posted on the CTV.ca website. If a modification is unacceptable, You may terminate this Agreement by giving notice of termination to CTV.  If you do not give CTV notice in this manner and continue to display the CTV.ca Headline Links on your website, then you will be considered to have accepted the modifications.

9. THE CTV.CA HEADLINE LINKS ARE PROVIDED ON AN "AS IS" BASIS.  CTV, ITS SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WITH RESPECT TO ANY OF THE CTV.CA HEADLINE LINKS OR RESULTS TO BE OBTAINED FROM THE USE THEREOF, THEIR USEFULNESS, ACCURACY, COMPLETENESS OR EFFECTIVENESS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CTV, ITS SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF SAVINGS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IN THE EVENT CTV, ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

10. This Agreement is governed by the laws of Ontario, Canada without reference to rules governing choice of laws, and by the laws of Canada applicable therein. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. CTV's failure to enforce Your strict performance of any term in this Agreement will not constitute a waiver of CTV's right to subsequently enforce such term or any other term in this Agreement.

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