October 2000

Web Hosting
This agreement is between Toronto Web Services, ("TWS") and the Customer to provide Web Hosting on Toronto Web Services's network of shared servers. For payment, we accept Visa, MasterCard, American Express, cash or company cheque in Canadian funds and Visa for US Funds.

Billing
All hosting services are normally billed within the first 10 days of any given month in advance. Bills for partial periods are prorated to 1/2 months. For customers that exceed their monthly Traffic Allowance, TWS reserves the right to bill the customer an additional C$30.00 per month for each 1,000 megabytes of data transfer. Please refer to our pricing schedule for current rates. TWS reserves the right to change pricing within thirty (30) days notice. Pre-paid annual contract rates are not affected until renewals take effect. For colocation and dedicated ISDN/dedicated dialup customers, service may be canceled with 60 days prior written notice only, and the customer will be billed for that period. Overdue accounts are subject to interest penalties, account cancellation or service suspension. Accounts canceled due to overdue status are subject to an additional fee equivalent to 60 days service.

Domain Registration
TWS will provide the hardware and system administration necessary to provide World Wide Web access to the Internet community. TWS will also provide a single and unique Universal Resource Locator (URL) address for use by the Customer (i.e., www.torweb.com/yourname) or at the Customer's request, TWS will assign a virtual domain name to our servers (i.e., www.yourname.com) provided that the name is legally registered to and under the control of the Customer. The Customer understands that domain name registration can take 2 weeks (or more). TWS will, however, assign a working address to the Customer's pages. The Customer agrees to pay the domain name renewal fee directly to InterNIC or other appropriate domain name registrar (currently US$35.00/year). Neither Network Solutions, VeriSign, Thawte nor InternetSecure is related in any way to TWS, and their rates and policies may be subject to change. This fee is subject to change by Network Solutions or other domain name registrar.

Network Service
The Customer understands and agrees that TWS will make every effort to keep our network of servers running continuously. However, our servers will, from time-to-time, be disconnected due to routine maintenance, upgrades and other required events. In addition, due to circumstances beyond our control, service may be periodically interrupted. TWS will make its best effort to keep all information on our servers backed-up. However, the Customer assumes responsibility for making separate back-ups of any information posted to our servers. TWS is not responsible for lost materials or information. TWS shall have no obligation to provide services to the extent and for the period that TWS is prevented from doing so by reason of any cause beyond its reasonable control, including without limitation the inability to use or the failure of any third party telecommunications carrier.

Security
TWS will also make its best effort to maintain security on our network of servers. However, the nature of the Web and the Internet is not secure by default. The Customer assumes responsibility for the appropriate use of security within the Customer's scripts and directories. Perl 4 and 5 and Java CGI scripts are the only CGI scripts supported by TWS. All CGI scripts require approval by TWS. Our Shared Secure Servers use the Secure Sockets Layer ("SSL") between a compatible web browser and our servers. Information forwarded from our Secure Servers that does not use SSL will not be as secure as using SSL.

Content
The Customer assumes full responsibility for all content posted to TWS's servers on the Customer's behalf, including any trademark, copyright, patent or other intellectual property submitted to TWS for either creative services and/or straight posting to our servers. TWS reserves the right to remove without notice any material which, in its sole opinion, may result in a violation of intellectual property rights of others or any other applicable Federal, Provincial, Common, or International laws or regulations. TWS does not tolerate e-mail spamming or similar abuses of its network. The Customer will comply with the current TWS Acceptable Use Policy ("AUP"). Customer acknowledges that the AUP may be amended by TWS from time to time, and the Customer agrees to be bound by such amendments. The Customer will adhere to the laws of Ontario and Canada in using the services including but not limited to those laws regarding:

1. court ordered publication bans,
2. restrictions on publishing, printing, distributing, possessing, selling, advocating, promoting or exposing, obscene material, child pornography, or hate propaganda and Client understands that these situations could generate criminal liability;
3. restrictions on the use of trade-marks or trade names;
4. restrictions on the use of copyright work, including without limitation, softwares;
5. restrictions on defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, unfair competition and other situations which could generate civil liability; and vi) export and import restrictions. The Customer will be solely responsible for any and all items or statements transmitted, posted, received or created through the Customer's account, on TWS's system or any other system, and their content, even if transmitted, posted, received or created by someone else, and the Customer agrees to indemnify and hold TWS, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability which may result therefrom.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada. The parties submit to the non-exclusive jurisdiction of the Courts of Ontario. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time. The Parties have required that this agreement and all documents relating thereto be drawn-up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. If any part of this Agreement is held to be unenforceable or invalid, it will be severed from the rest of this Agreement, which shall continue in full force and effect. This Agreement and any schedules or other documents referred to herein, constitutes the entire agreement between the parties relating to the Services and supersedes all prior written or oral agreements, representations and other communications between the parties, and shall enure to the benefit of and be binding upon each of the Client and TWS and their respective successors and permitted assigns.

Cancellation of Services
TWS and the Customer may cancel this agreement at will at any time with thirty (30) days written notice. In the event that this contract is cancelled by TWS, the Customer will receive a pro-rated refund of any unused portion of the billing period. Domain registration, VeriSign, Thawte, and any set-up fees are non-refundable. Customer acknowledges that these terms and conditions are subject to change without notice. THE CUSTOMER'S CONTINUED USE OF TWS CONSTITUTES CUSTOMER ACCEPTANCE OF THESE AND ANY AND ALL MODIFIED TERMS.

Acceptable Use Policy
Toronto Web Services maintains an "Acceptable Use Policy" (AUP) which is updated from time to time. Conduct that violates this policy includes, but is not limited to, the activities in the following list, when such violations involve or utilize or are handled by TWS's network or servers.

1. Use of accounts in such a way as would violate TWS's contracts with its service providers.
2. Giving access to your account, through sharing of passwords or otherwise, to any person other than the assigned user or pre-authorized group users.
3. Using the network to gain unauthorized access to any computer system.
4. Unauthorized attempts to circumvent data protection schemes or uncover security loopholes. This includes running programs that are designed to identify security loopholes and/or decrypt intentionally secure data.
5. Knowingly or recklessly performing an act that will interfere with the normal operation of TWS's computers, peripherals, or network.
6. Deliberately wasting/overloading TWS's network/server resources or those of any other system via TWS.
7. Initiating or propagating electronic chain letters.
8. Inappropriate or unsolicited mass mailings or talk requests such as multiple mailings to newsgroups, mailing lists or individuals.
9. Inappropriate posting of commercial or inflammatory material to newsgroups not intended or inappropriate for such postings.
10. Forging communications to make them appear to originate from another person.
11. Attempting to monitor or tamper with another user's electronic communications, or reading, copying, changing or deleting another user's files or software without the express agreement of the other user. Every attempt will be made to resolve informally minor infractions of this AUP. Depending on the severity and likelihood of malintent of a violation of the above, TWS may at its sole discretion:

1. Notify the individual user and/or corporate point of contact with a warning.
2. Disable, temporarily or otherwise, the specific user's access.
3. Notify the appropriate federal or provincial authorities.

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