1.0 - Definitions

2.0 - Rates and Charges - Registered Suppliers

3.0 - Ownership and Use of Information

4.0 - Confidentiality and Security

5.0 - Use of Internet and email

6.0 - Consent - Use of Name

7.0 - Change of Address

8.0 - Changes to Service and Agreement

9.0 - Termination

10.0 - Liability

11.0 - Laws of Application

12.0 - Assignment

13.0 - Prior Agreements

Important Notices to all users of the Aerobidz Web Site

Confidentiality and Security

Non-responsibility

Available Only Where Permitted by Law

Applicable Agreements

Use of Information

Accuracy and Changes

Software Backup

Hyperlinks are Not Endorsements

Trademarks Belonging to MERX or Other Entities

Copyright

1.0 - Definitions

1.1 - "Bid Component" refers to a document in paper or electronic form that contains Information for a Supplier to prepare and submit a proposal to a Participating Organization for an intended procurement.

1.2 - "Information" refers to all of the information, software and other material provided in connection with or available through the Aerobidz Service, including the procurement information, Opportunity Notices and Bid Components that Participating Organizations distribute through the Aerobidz Service.

1.3 - "MERX" refers to MERX Networks Inc., a wholly-owned subsidiary of mdf commerce having a place of business at 50 Frank Nighbor Place, #200, Ottawa, Ontario, K2V 1B9, Canada.

1.4 - "Aerobidz Service" refers to the electronic commerce service operated by MERX, which serves as the Electronic Tendering System for Participating Organizations to support the distribution of Information regarding the procurement of goods and services to these Participating Organizations.

1.5 - "Opportunity Notice" refers to a summary in electronic form of the information relating to an intended procurement.

1.6 - "Participating Organization" refers to airports around the world that are using the Aerobidz Service to advertise and distribute procurement information.

1.7 - "Supplier" refers to an individual or entity that has ordered one or more Bid Components from the Aerobidz Service and/or is registered with the Aerobidz Service as a Supplier.

1.8 - "Order Basket" refers to a collection of orders for one or more Aerobidz Bid Components. Upon the submission of the Order Basket, the content of the basket is complete.

1.9 - "Electronic Signature" refers to a Personal Identification Number (PIN) that is used to facilitate electronic signatures for the purpose of submitting a response to the Participating Organization for an Opportunity Notice.

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2.0 - Rates and Charges - Registered Suppliers

2.1 - We agree to register with the Aerobidz Service and acknowledge that payment of the registration fee, where applicable, is made in advance annually. We acknowledge that our subscription to the services shall be automatically renewed at the expiry of any subscription period for a period of time equal to the initial subscription and that applicable registration fees for any renewal shall be automatically charged or billed, as the case may be. We also recognize that all payments are not refundable.

2.2 - We agree to pay any charges incurred by us in accordance with the current Supplier price list. The current Supplier price list is attached.

2.3 - MERX is authorized to charge our valid MasterCard or VISA credit card for all charges when due.

2.4 - Interest on overdue accounts is charged at 1 1/2% per month, equal to 18% per annum.

2.5 - We acknowledge that MERX may terminate or suspend our use of the Aerobidz Service for non-payment, and that such termination or suspension will include suspension of opportunity matching, notification of an opportunity amendment, the forwarding of amendments to previously ordered Bid Components, and the ordering of Bid Components.

2.6 - We agree that MERX may amend the rates and charges for the Aerobidz Service from time to time in accordance with the criteria established with the Participating Organizations.

2.7 - We agree all Submitted Orders are final. MERX is not obligated to refund or exchange for services charged herein.

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3.0 - Ownership and Use of Information

3.1 - We acknowledge that any of the Information that we receive through the Aerobidz Service is owned either by the Participating Organization that issued the Information, by MERX. We agree that we will not use, store, copy, or reproduce the Information, or distribute or disclose it to any third party, except for the sole purpose of having such third party assist us in evaluating an opportunity or preparing a response to an Opportunity Notice. We agree that we will not sell, distribute publish or otherwise disseminate to any third party, or make available for the purpose of resale to any third party, any Information received from or through the use of the Aerobidz Service without the prior written consent of MERX.

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4.0 - Confidentiality and Security

4.1 - We acknowledge that MERX cannot ensure the privacy and authenticity of any information that we send or receive through the Internet, and we agree that MERX will not be responsible for any damages that we incur if we communicate confidential information to MERX over the Internet, or if MERX communicates such information to us at our request.

4.2 - We agree not to disclose our Aerobidz Service password to any third party. We agree that we are solely responsible for all use of our password and we agree to put reasonable security procedures in place regarding its use and to notify MERX immediately of any unauthorized use.

4.3 - We agree not to disclose our Aerobidz Service Electronic Signature to any third party. We agree that we are solely responsible for all use of our Electronic Signature and we agree to put reasonable security procedures in place regarding its use and to notify MERX immediately of any unauthorized use.

Furthermore, we agree that neither MERX nor Participating Organizations are under any obligation to confirm the actual identity or authority of any individual user of the Electronic Signature or any component thereof and have no liability for damages or harm we may incur from misuse, non-acceptance, delay or restriction in obtaining registration, submitting responses to Opportunity Notices, receiving Information or Bid Components, nor for any unavailability, malfunction, cancellation or withdrawal of online bid submission access or any portion of such service or any device associated with it.

4.4 - We acknowledge that links to other Web sites through the Aerobidz Service do not imply any endorsement or approval by MERX.

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5.0 - Use of Internet and e-mail

5.1 - We acknowledge that if we access the Aerobidz Service through the Internet, we are responsible for reading and complying with any notices, warnings or disclaimers posted on the Aerobidz Web site or contained in the attached Internet Notices Page.

5.2 - We acknowledge the fact that email is NOT a guaranteed delivery method and is subject to what is conventionally referred to as ANTI-SPAM filters that may impact the delivery of the email to our email account. We acknowledge that MERX will not be responsible for an email once it has left the MERX Server unless the delivery failure is caused solely by the gross negligence of MERX.

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6.0 - Consent - Use of Name

6.1 - We authorize MERX to make our name available to other registered users and authorized users of the Aerobidz Service at any time and in any format for the purpose of meeting the requirements of the Aerobidz Service, including the publication of document request lists and the names of successful bidders, but excluding the provision of our name to other third parties for the purpose of mailing lists or any other purpose not related to the Aerobidz Service.

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7.0 - Change of Address

7.1 - We agree that we are responsible for providing our current delivery or invoicing address and our e-mail address to MERX for the Aerobidz Service. We will immediately notify MERX of any change of these addresses through the Aerobidz Web site, or by mail or fax on Company letterhead. We acknowledge that MERX shall bear no responsibility or liability for our failure to do so.

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8.0 - Changes to Service and Agreement

8.1 - We acknowledge that, from time to time, and at its discretion, MERX may amend the provisions of the Aerobidz Service, including pricing or any of the terms and conditions of this Agreement. MERX will provide us with sixty (60) days notice of any such changes in writing or on-line through the Aerobidz Service.

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9.0 - Termination

9.1 - We acknowledge that MERX may terminate this Agreement with us and suspend our use of the Aerobidz Service at any time and for any reason, including where we fail to pay the registration fee or any other charges incurred by us or we have breached, in any other way, the Terms and Conditions of Use of the Aerobidz Service.

9.2 - We may immediately terminate this Agreement with MERX upon providing written or electronic notice to MERX. Where an electronic notice will be provided by us to MERX to terminate this Agreement, we agree to comply with all reasonable procedures established by MERX in providing such electronic notice (as such procedures may be amended from time to time at MERX's sole discretion) and which procedures shall be made available to us through the Aerobidz Service. Where a written notice will be provided by us to MERX to terminate this Agreement, we agree to comply with all reasonable procedures established by MERX to provide such written notice (as such procedures may be amended from time to time at MERX's sole discretion), which procedures shall be made available to us through Aerobidz Service. Upon termination, we acknowledge our password and access to the Aerobidz Service will be terminated and we will no longer receive Bid Documents (including any notification of amendments that may be issued to Bid Components previously ordered by us) unless otherwise requested by us, in accordance with the termination procedures established by MERX (as they may be amended from time to time at MERX's sole discretion). Termination of this Agreement will not relieve us from our obligation to make payments to MERX for any outstanding fees or other charges payable by us prior to termination for the Aerobidz Service and our use of the Aerobidz Web site, as set out in section 9.4 below, including any fees or charges for Bid Components ordered by us (and including without limitation any amendments requested by us to such Bid Components following our termination of this Agreement) or our annual registration fee for the Aerobidz Service.

9.3 - On termination, we will return any Information provided to us on reasonable request by MERX.

9.4 - We will pay any outstanding fees and charges on termination, and agree those sections 3, 4 and 10 of these terms and conditions will continue in force following termination. We acknowledge that annual prepayments are not refundable.

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10.0 - Liability

We acknowledge that MERX assumes no responsibility for the availability, accuracy, completeness or timeliness of any of the Information, or for the fitness of such Information for any particular purpose.

10.1 - We acknowledge that MERX, and its respective officers, directors, employees, agents and subcontractors will not, under any circumstances, be liable to us for damages, including, without limitation, damages in respect of loss of profit, loss of business revenue, failure to realize any expected savings, and any claim made against us by a third party, even if MERX has been advised of or could have foreseen such damages, arising out of our use of or reliance on the Aerobidz Service, unless caused solely by the gross negligence of MERX.

10.2 - We agree that we will indemnify and hold harmless MERX, and its respective officers, directors, employees, agents and subcontractors for any loss, damage, cost, expense, liability or claim suffered or incurred by, or made against, MERX arising out of our breach of this Agreement, or our fraud, misrepresentation, negligence or willful misconduct in our performance or non-performance under this Agreement.

10.3 - Further, because MERX is not involved in the actual transaction between Participating Organizations and Suppliers, MERX will not become involved in, or accept liability for, disputes among Participating Organizations and Suppliers. By registering for the Aerobidz Service, Suppliers agree to release MERX, and its respective officers, directors, employees, agents and subcontractors from all actions, damages (actual and consequential), judgements, levies, executions, liabilities, losses, expenses and other costs related to disputes with one or more other Participating Organizations or Suppliers.

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11.0 - Laws of Application

11.1 - We agree that this Agreement will be governed by the laws of Ontario and those of Canada applicable therein.

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12.0 - Assignment

12.1 - We agree that MERX may assign this Agreement, in whole or in part, without our consent, and we may not assign this Agreement in whole or in part.

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13.0 - Prior Agreements

13.1 - We agree that this Agreement supersedes any prior versions of this Agreement governing the Aerobidz Service.

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RELEASE 1G

IMPORTANT NOTICES TO ALL USERS OF THE AEROBIDZ WEB SITE

Confidentiality and Security

MERX cannot ensure the privacy and authenticity of any information or instructions you send to us or we send to you over the Internet. MERX will not be responsible for any damages you may incur if you communicate confidential information to us over the Internet, or if we communicate such information to you at your request.

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Non-responsibility

MERX is not responsible in any manner for direct, indirect, special or consequential damages, howsoever caused, arising out of use of this Web site, the Aerobidz Service, or the reliance on the information it contains.

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Available Only Where Permitted by Law

The products and services described in pages of Web sites of MERX, including the Aerobidz Service, are only offered in jurisdictions where they may be legally offered for sale or use.

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Applicable Agreements

All products and services of MERX, including the Aerobidz Service, are subject to the terms of the applicable agreements.

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Use of Information

The information contained on this Web site and pages within is not intended to provide specific legal, accounting, financial or tax advice for any individual and should not be relied upon in that regard.

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Accuracy and Changes

Facts and information provided by MERX, including the Aerobidz Service, are believed to be accurate when placed on this Web site. Changes may be made at any time to the material or information at this Web site without prior notice.

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Software Backup

While every effort is made to ensure that all software provided at this Web site is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific computer system. You should also ensure that you have a complete and current backup of the information contained on your computer system prior to installing such software.

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Hyperlinks are Not Endorsements

Links to other Web sites or references to products, services or publications other than those of MERX at this Web site do not imply the endorsement or approval by MERX of such Web sites, products, services or publications. MERX is not responsible or liable for the content presented on these links including advertising claims, endorsements or names. These Web sites are not part of our Web site or the Aerobidz Service and MERX has no control over their content or availability.

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Trademarks Belonging to MERX or Other Entities

Certain names, graphics, logos, icons, designs, words, titles or phrases at this Web site may constitute trade names, trademarks or service marks of MERX, or other entities. Trademarks may be registered in Canada, and in other countries as applicable. The display of trademarks on pages at this Web site does not imply that a license of any kind has been granted. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

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Copyright

All Information at this site is protected under the copyright laws of Canada and in other countries. In addition, certain information may be copyrighted by others. Unless otherwise specified, no one has permission to copy, redistribute, reproduce or republish in any form, any information found at this Web site. Inquiries about permission should be directed to Aerobidz Customer Support at 1-800-964-MERX (6379) in North America.

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