Managed Ethernet Terms and Conditions

Epik Networks (Vancouver) Inc., formerly Net-coneX ("Epik") and Customer hereby agree as follows:

1. Products and Services

a. Epik will furnish and the Customer will accept the following:

1. the Epik Services in accordance with the Customer Services Agreement (the "Agreement"), and the Master Services Agreement (“MSA”);

2. the Installation and Configuration in accordance with the Agreement; and

3. these terms and conditions which are incorporated by reference and form a part of the Agreement

2. Terms of Service

a. The Services are provided for a contract period of twelve months from the first date that Services are provided. The contract is automatically renewed on an annual basis unless cancellation is requested in writing not more than sixty (60) days and not less than thirty (30) days prior to the last day of the current term of this Agreement.

b. The Internet Access service is a dedicated service managed for optimum speed and access.

c. The Customer is responsible for how the Services are used, and must abide by Epik’s Acceptable Use Policy (AUP). www.epiknetworks.com/services/guides/aup

d. The Customer may not use the Services to deliberately crash the Epik Internet management devices, (the "System") deliberately use large amounts of System resources, try to break any security feature or setting, or use the System to in any manner attack any other system.

e. The Customer may not use Epik Services in any manner that contravenes any Canadian or Provincial regulation. This includes, but is not limited to the transmission of copyrighted material, threatening or obscene material, or material protected by trade secret.

f. Customer use of a network or computing resources belonging to a third party is subject to their permission and usage policies.

g. The Customer is responsible for maintaining security of their assigned account(s) on the System, using non-trivial passwords and changing their password(s) every 40 days and when requested by Epik.

h. THE CUSTOMER MAY NOT RESELL THE SERVICES OR ANY PART OF THE SERVICES.

3. Telephone Numbers, Email Accounts and Other Contact Information

a. Epik has the exclusive property rights to all telephone numbers provided to the Customer and Internet email addresses using Epik’s domain name and will use its best efforts to ensure that such numbers and addresses are not changed.

b. Internet email accounts (where applicable) are provided using Epik’s domain name. The account information and mail is considered property of the registered user of the account and it may not be transferred without the user's prior written permission.

c. The Customer will advise Epik of any changes in account contact information.

d. Epik may list, at its discretion, the Customer's contact information in relevant directories.

4. Modification of Services

a. The Customer may request modifications to the Services ("Service Modifications") by sending a request to Epik by e-mail or facsimile.

b. Service Modifications are subject to the same terms and conditions as the original contract and are renewed concurrently with the original contract.

5. Customer Charges and Billing

a. The Customer is liable for all charges specified in the Agreement.

b. Equipment charges and Installation, Configuration and Training charges are payable upon installation.

c. Epik shall bill the Customer monthly in advance for Services applied for in this contract and Service Modifications applied for including any applicable provincial sales tax or federal goods and services tax.

d. Charges occurring monthly are billed in advance and invoice payment is due upon receipt of invoice. Late payment charges will be assessed if payment of the account in full is not received at the office of Epik on or before the 15th day from the date of the invoice. Late payment charges are calculated as 1.5% per month, based on 19.5% per annum.

e. Epik reserves the right to request at any time a non-interest bearing deposit equal to one month of estimated Customer billing. Where the Customer is a limited company, Epik may also require a personal guarantee of an officer, director and/or shareholder as a condition to provide or modify Services.

f. Epik reserves the right to upon thirty (30) days notice amend its rates, fees and charges for Services.

6. Termination of Contract

a. Termination of Services shall mean the removal or cancellation of all or some of the Services.

b. Termination of Services and consequent termination of this contract may be effected by the Customer prior to the expiration of the then current term of the contract upon thirty (30) days advance notice in writing to Epik and upon payment by the Customer of the termination charge as hereinafter described, in addition to all other charges due for Service that has been furnished.

c. Epik reserves the right to terminate Service when, in its sole opinion, the Customer's use of the Services contravenes paragraph 3, the Customer's credit worthiness is in doubt, or the Customer commits an act of bankruptcy, is otherwise insolvent, is in breach of this Agreement or is in default of payment. Epik will provide by email three (3) days written notice of such termination.

d. Upon termination of Services pursuant to paragraph 7, the Customer shall pay a termination charge equal to:

1. the total amount of the Services monthly charges applicable thereto for the unexpired portion of the then current term of the contract; and

2. any additional costs incurred by Epik as a direct result of such termination.

e. Upon termination of Services pursuant to paragraph 7, Epik will for a reasonable fee provide the customer with a machine-readable copy of the Customer's home directory and email files (if applicable).

f. Epik shall have the right to apply any deposit against funds owing as a result of termination under Part IV.

7. Limitation of Liability and Indemnification

a. The Customer acknowledges that the Services are provided by Epik through its Supplier and that EPIK IN NO WAY GUARANTEES THE PERFORMANCE OF SUCH SERVICES, over and above what is outlined in Epik’s Service Level Agreement (SLA). In the event that there is a problem with the Services provided, the Customer shall inform Epik of the nature of the problem. EPIK'S SOLE OBLIGATION IS TO CONTACT ITS SUPPLIER(S) TO REQUEST RECTIFICATION OF THE PROBLEM.

b. Epik will use reasonable efforts to provide Services and Service Modifications when requested by the Customer but shall not be liable to any party if such Services fail to start by the requested date.

c. EPIK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF THE SERVICES' FITNESS FOR COMMERCIAL OR OTHER PURPOSES. EPIK IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE CUSTOMER INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS OR ECONOMIC LOSSES, NON-DELIVERIES, MISS-DELIVERIES, OR SERVICE INTERRUPTIONS CAUSED BY EPIK'S OWN NEGLIGENCE OR CUSTOMER ERRORS AND/OR OMISSIONS.

d. EPIK SPECIFICALLY DENIES ANY RESPONSIBILITY FOR OR LIABILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED OR TRANSMITTED THROUGH THE SERVICES.

e. The Customer agrees to indemnify Epik from any claims resulting from the Customer's use of the Services that damages any third party.

8. Binding Effect and Assignment rights

a. This Agreement shall be binding upon parties and their respective heirs, executors, successors or assigns.

b. This Agreement shall not be assigned or transferred by the Customer to another party without Epik's prior written consent. In the event that consent is given, the new Customer must agree in writing to be bound by this Agreement.

9. Other

a. Epik and the Customer agree that all documents shall be prepared in English and that English be the exclusive language for all agreements, both oral and written.

b. This Agreement is governed by the laws of the Province of British Columbia.

c. This Agreement embodies the entire understanding between the parties hereto and there are no promises, term, conditions or obligations, oral or written, express or implied, other than those contained herein.

d. Any part of this Agreement that is found to be invalid or unenforceable for any reason shall, wherever possible, be severable from the Agreement and shall not in any way prejudice the validity or enforceability of the remainder.

e. The waiver by any party of any breach of any term of this Agreement by Epik shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach unless in writing and signed by and on behalf of the parties hereto.

f. Epik will provide notice to the Customer by mail or fax to the address contained on this Agreement and such notice shall be deemed received three days after mailing or on the same day if sent by facsimile. The Customer will provide Epik notice by registered mail to the address contained on this Agreement. Any notice of change of address or facsimile number shall be provided to Epik fourteen (14) days before the change of address or facsimile.