Time Sensitive Axcess Network

Axcessnet DSL Service Agreement

READ CAREFULLY. THIS SERVICE AGREEMENT IMPOSES OBLIGATIONS UPON YOU.

This agreement represents the complete agreement and understanding between Time Sensitive Axcess Network Division of Time Sensitive Express Systems Inc.(hereinafter referred to as AxcessNet) and you, the customer.

1. General.

The AxcessNet DSL service provides you with access to the Internet (hereinafter referred to as the Service). You have to agree to this Service Agreement before your order will be accepted and processed by AxcessNet. If, after your order is accepted by AxcessNet, you decide to cancel your subscription to the Service before installation has been completed, pursuant to Section 4 of this Service Agreement you will be charged a cancellation fee to cover the costs that we incur in processing your order.

If you subscribe to the Service you will receive a copy of the AxcessNet DSL Connection Manager software as well as other software for internet access. As outlined in Section 8 of this Service Agreement, your use of any such software supplied to you in connection with Service will be subject to the terms and conditions of an associated software license agreement ("Software License Agreement"). A copy of the applicable Software License Agreement will be presented during the installation process for the relevant software. Please take time to review the terms of the applicable Software License Agreement before installing or using the software.

This Service Agreement between AxcessNet and you sets out duties and responsibilities associated with providing you with the Service through a designated account (the "Account"). For the purposes of this Service Agreement, "you" means you and every person you authorize to use the Service. By accessing the Service, you agree to the terms and conditions contained in this Service Agreement. If you do not wish to be bound by these terms and conditions, you may not access or use the Service.

AxcessNet may modify this Service Agreement at any time, including modification of prices, and such modification shall be effective immediately upon posting of the modified Service Agreement at http://www.axcessnet.net/terms.html. You agree to review this Service Agreement periodically to be aware of such modifications and your continued use of the Service shall be deemed to be your acceptance of the modified Service Agreement. If you do not agree to any modification of this Service Agreement, you must immediately stop using the Service.

2. Use Subject to AxcessNet's Policies.

You are solely responsible for all access to the Service through your Account. You agree to comply with and use the Service in accordance with AxcessNet's policies respecting the Service as provided from time to time, including this Service Agreement and the Acceptable Use Policies at http://www.axcessnet.net/aup.html, as well any policies to which you are directed when registering for or using the Service, and with any applicable laws. You agree to hold AxcessNet, its affiliates and its agents harmless from all liabilities and expenses related to any violation of this Service Agreement by you or any user of your Account, or in connection with your or their use of the Service. While using the Service, you may not post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Service in a manner which is contrary to law or to AxcessNet's policies or would serve to restrict or inhibit any other user from using or enjoying the Service or the Internet. Without limiting the foregoing, you agree not to use the Service or any equipment provided in connection with the Service, for operation of an Internet Service Provider's business nor for resale purpose.

3. Fees and Charges.

The Service is provided in accordance with the monthly rates and installation fees, if any, identified to you upon placing your order for the Service. Rates and fees do not include applicable taxes, the cost of your phone line or any long distance charges. Fees and charges for partial months of Service use will be prorated. Separate and additional rates and fees may apply to the lease of the Service modem as specified by AxcessNet. You agree to pay all such fees and charges, including applicable taxes, incurred in connection with the provision of and/or use of the Service in accordance with the rates and terms established by AxcessNet for the Service or to which you are directed to review when using the Service. AxcessNet reserves the right to alter its fees and rates, as outlined in Section 1 of this Service Agreement.

All customers are required to pay the installation charge, Service modem deposit and the first and last months' service charges on their first bill. All customers are required to pay the full first bill before the order will be processed.

Unless otherwise stated, any amount under this Service Agreement must be paid within 30 days of the date of invoice, in advance of provision of Service. Invoice(s) will be sent by email only. Amounts not paid when due will bear interest at the lesser of 18% per annum or the maximum amount permitted by law. Returned cheques and declined payments are subject to a $25.00 handling fee.

A refundable security deposit may be required for accounts opened without a valid Credit card and can range from a minimum of $50.00 to a maximum of two month's estimated billing. Interest will not be paid on your deposit.

4. Refund/Cancellation Policies.

Once your order has been placed for the Service and AxcessNet has accepted your order, you will have entered into a binding contract with AxcessNet. If you subsequently cancel your order prior to activation of the Service you will be charged a cancellation fee equal to the higher of $120 or the full installation fee of the Service ordered as liquidated damages for preparatory Service rendered by AxcessNet. If you have a month-to-month contract with AxcessNet, you may discontinue your Service at any other time by returning a completed cancellation form to AxcessNet one month in advance of the date of Service cancellation, subject to the cancellation fee for any non-returned Service modem as specified in Section 20 of this Service Agreement, which will be charged as liquidated damages. If you have a fixed term contract with AxcessNet, you may discontinue your Service at any other time by returning a completed cancellation form to AxcessNet one month in advance of the date of Service cancellation, subject to (1) the cancellation fee for any non-returned Service modem as specified in Section 20 of this Service Agreement, which will be charged as liquidated damages and (2) the cancellation fee for early termination of contract which is equivalent to 50% of the total service charge of the remaining term. If you cancel the Service during a billing period, your charges for the Service will be pro-rated for the last month of provision of the Service.

5. AxcessNet DSL Service.

The Service is accessed through a designated account (the " Account") which will be established for you by AxcessNet.

The Basic Residential Service includes:

DSL Internet access as per package subscribed
3 AxcessNet e-mail addresses and 5 MB personal web space
5 hours of dial-up access, with each additional hour billed at $1.00 (exclusive of applicable taxes and long distance charges)

The Basic Business Service includes:

DSL Internet access as per package subscribed
5 e-mail addresses
5 hours of dial-up access, with each additional hour billed at $1.00 (exclusive of applicable taxes and long distance charges)
Optional services may also be purchased at a fee specified by AxcessNet or may be included in special packages.

6. Service Availability.

The Service is only available for use on Bell Canada telephone lines. You acknowledge and agree that the telephone number check you completed upon placing your order is only a preliminary, geographical check to determine if the Service is available in your geographical area. Due to the nature of the Service technology, AxcessNet reserves the right to deem the Service unavailable to you up to, including, and after the installation. AxcessNet assumes no liability whatsoever for any claims, damages, losses or expenses arising out of or otherwise relating to the unavailability of the Service in you geographical area, even where such unavailability occurs after installation of the Service.

7. Minimum System Requirements of Your Equipment.

It is your responsibility to ensure that your computer system meets the current minimum system requirements indicated at http://www.axcessnet.net/sysreq.html as being necessary to use the Service. From time to time, the minimum system requirements may change. Accordingly, your computer equipment may cease to be adequate to access the Service. In such event, your sole remedy will be to terminate this Service Agreement in accordance with its terms.

8. Software and Documentation Supplied.

Any software or documentation supplied by AxcessNet or its agents to you to access the Internet shall remain the property of AxcessNet or its agents, as applicable. You shall take appropriate steps to protect same against loss or damage. The use by you of any such software and documentation in connection with the Service shall be subject to the terms and conditions of an associated Software License Agreement. A copy of the applicable Software License Agreements will either be included with the software or will be presented during the registration or installation process. It is your responsibility to ensure that you review and agree to the terms and conditions of the applicable Software License Agreements before installing or using the software or documentation.

9. Installation Appointments.

In no event will AxcessNet be responsible for any claims, damages, losses or expenses, including without limitation lost wages or missed work, in the event that an installation appointment for the Service is missed, either by AxcessNet or by any third party installer.

It is your responsibility to create data backups before the installation. AxcessNet or its agents will not be held responsible for any loss of data.

10. Performance Levels.

Speed is a function of the bottlenecks experienced upon the wider network architecture of the Internet itself. As such AxcessNet does not guarantee the maximum Service performance (throughput speeds) levels but will make every reasonable effort to ensure the highest possible quality of service is always delivered. You understand that any content that you may access through the Service may be subject to "caching" at intermediate locations on the Internet.

11. Technical Support Policies.

AxcessNet shall make technical support services available to you as follows:

Help will be provided for supported systems only as identified in Sections 5 and 7 above Responsibilities will cover installation and on-going technical support with the following qualifications:

Technical Support Services will assist in configuring software at the network layer, including:
- Control Panel, Network icon parameters (TCP/IP only), and
- Dial-up networking parameters;
Technical Support Services will not assist in supporting other protocols and solving LAN-related problems or multi-provider configurations;
Technical Support Services will not debug hardware conflicts such as IRQ, RAM, and IO port assignment problems;
Technical Support Services will assist in configuring the Netscape Communications and/or Microsoft Internet Explorer browser software, mail and news reader;
Technical Support Services will not assist in configuring Plug-ins;
Technical Support Services will not cover network technical support; support is only for the primary computer DSL service was installed on.

12. Security and Privacy.

AxcessNet will not be responsible for any corrupted files or viruses which affect the user of the Service. It is your responsibility to safeguard your system, through appropriate means (e.g. using commercially available software), from theft, unauthorized use or system corruption. Any detriment caused to the network as a result of your failure to properly secure your system may result in the immediate termination of your Service. AxcessNet cannot ensure or guarantee privacy for users of the Service. It is therefore recommended that the Service not be used for the transmission of confidential information. Any such use shall be at your sole risk and AxcessNet, its affiliates and its agents shall be relieved form all liability in connection therewith.

13. Service Bandwidth Resale Prohibited.

Resale of bandwidth or any other part of the Service for any purpose is strictly forbidden. Failure to comply with this condition will result in immediate cancellation of the Service, including your AxcessNet Account, at AxcessNet's discretion.

14. IP Address / Host Name.

Any IP address assigned to you by AxcessNet is the property of AxcessNet at all times. IP addresses will change each time your Service modem or system is powered off, or any time at the discretion of AxcessNet without prior notice to you. AxcessNet assumes no liability whatsoever for any claims, damages, losses or expenses arising out of or otherwise relating to any change in IP Addressing.

15. Change in Telephone Service.

If a change in your local telephone service is requested from your local phone company, it is your sole responsibility to advise AxcessNet of the changes. This includes moves, regardless of whether your phone number changes or not, changes to your phone number, and any other changes that may occur to your local telephone service. Any applicable cancellation and/or re-installation charges will be charged to your account.

16. Customer Services.

If you have any questions regarding the terms and conditions of this Service Agreement, you may contact Time Sensitive Axcess Network Division of Time Sensitive Express Systems Inc 5200 Cote-Des-Neiges, Suite A Montreal, Quebec H3T 1X8, e-mail info@axcessnet.net (514) 630-9701

17. Customer Information.

Your messages may be the subject of unauthorized third party interception and review. An individual with Internet access can cause damage, incur expenses and enter into contractual obligations while on the Internet. All such matters are your responsibility. AxcessNet has no obligation to monitor the Service. However, you agree that AxcessNet reserves the right to monitor the Service electronically from time to time and to disclose any information necessary to satisfy any laws, regulations or other governmental request or as necessary to operate the Service or to protect itself or others.

18. No Liability for Content.

Be aware that some content, products or services ("Content") available with or through the Service may be offensive to you or may not comply with applicable laws. You understand that neither AxcessNet nor any of its affiliates attempt to censor or monitor any such Content. You understand, however, that such Content may be subject to "caching" at intermediate locations on the Internet when being accessed through the Service. You assume total responsibility and risk for access to or use of such Content and for use of the Internet. AxcessNet and its affiliates assume no liability whatsoever for any claims or losses arising out of or otherwise relating to access to or use of such Content.

19. You Can Best Control the Risk and Therefore Are Responsible.

The fees charged by AxcessNet reflect the allocation of risk herein and the limited recourse to AxcessNet provided for in this Service Agreement. AxcessNet will not assume any responsibility for your acts or omissions or those of any individual who uses your Account, including without limitation responsibility for any charges you incur when making purchases or conducting other transactions with the Service. As between AxcessNet and you, you are better able to put in place physical and procedural impediments to the inappropriate use of and to supervise your Account. Account and password protection shall be your responsibility. Any detriment that is caused to the network as a result of a failure to properly secure your computer system may result in the termination of the Service.

20. The Service Modem.

(a) As outlined in Section 3 of this Service Agreement, separate and additional charges may apply to the lease of the Service modem as may be specified by AxcessNet from time to time. The leased Service modem will always remain the property of AxcessNet. As such, if the Service is cancelled or terminated for any reason, the Service modem must be returned to the office(s) of AxcessNet at the Customer's expense with all materials intact and in the original box. The refundable deposit on the modem as specified on the registration form/on-line sign up form is required for all modem rentals. If the modem is not received by the date that the Service is terminated, a cancellation fee will apply.

(b) You agree to use and maintain the Service modem, and all other hardware and software delivered to you, in compliance with the applicable operating instructions provided by AxcessNet. You also agree to return such materials, at your own risk, in good repair and working order. Until returned to and received by AxcessNet, you bear the entire risk of theft of, damage to or destruction of these materials. All of your obligations in respect of the Service modem, and all other hardware and software delivered to you, will survive the expiration or termination of this Service Agreement to the extent required for their full observance and performance.

(i) if the Service modem is returned in accordance with paragraph (a) above, no cancellation fee will apply and deposit paid will be refunded;
(ii) if the Service modem is not returned in accordance with paragraph (a) above, a cancellation fee of $300.00 will apply.

21. Limited Warranty.

The Service and any software or other deliverables provided by AxcessNet and/or its agents are provided "as is" and "as available" without warranties or conditions of any kind. Neither AxcessNet nor its affiliates warrant the uninterrupted use or operation of the Service or any deliverable provided under this Service Agreement. The entire risk as to the quality and performance of the Service is with you. Further, neither AxcessNet nor its affiliates warrant that any data or files sent by or to you will be transmitted in uncorrupted form or within a reasonable period of time, that such data or files will not be intercepted, that other users will not gain access to any of your computer equipment, or that any Content or other material accessible through the Service is free of viruses or other harmful components, or will not be subject to "caching" at intermediate locations on the Internet when being accessed through the Service.

AxcessNet MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICE OR ANY MERCHANDISE, INFORMATION, CONTENT OR SERVICE PROVIDED ON THE INTERNET AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED.

22. Limitation of Liability.

In the event of any breach by AxcessNet, its affiliates or its agents, including any breach of a fundamental term or any negligence, your exclusive remedy shall be to receive from AxcessNet payment for actual and direct damages to a maximum amount equal to the fees paid hereunder by you to AxcessNet during the last two months immediately preceding the relevant breach. Other than the foregoing remedy, under no circumstances shall AxcessNet, its affiliates or its agents be liable to you or any third party for:

(i) any direct, indirect, special, or consequential damages, including loss of profits and loss of business opportunities, that result in any way from this Service Agreement, including your use of the Service or access to the Internet, or any part thereof, or your reliance on or use of information, services or merchandise provided on or through the Service, or that result from mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations, or transmission, or failure of performance, or

(ii) any losses or expenses (including legal fees) arising out of, or in connection with any allegation, claim, suit or other proceeding based upon a contention that the use of the Service by you or a third party through your Account infringes the intellectual property rights or contractual rights of any third party.

In addition, AxcessNet, its affiliates or its agents are not liable for:

(i) any act or omission of a telecommunications carrier whose facilities are used in establishing connections to points which AxcessNet does not directly serve
(ii) defamation or copyright infringement arising from material transmitted or received over AxcessNet's or its affiliates facilities; or (iii) infringement of patents arising from combining or using customer- provided facilities with AxcessNet's or its affiliates facilities.

23. Termination and Account Suspension.

This Service Agreement may be terminated by you by returning a completed cancellation form to AxcessNet. If you suspend or cancel your phone line, this Service Agreement will remain in effect and billing for the Service will continue until such time that a cancellation form is received by AxcessNet from you. The Service will be terminated one month after the completed cancellation form is received by AxcessNet. AxcessNet may suspend or restrict the Service, at any time without notice, or terminate the Service Agreement if:

(i) the operations or efficiency of the Service is impaired by the use of your Account or the Service; or
(ii) any amount is past due from you to AxcessNet; or
(iii) there has been or is any breach of any term or condition of this Service Agreement.

In the event of an Account suspension for any of the above reasons, a service charge (in the amount of $75.00) will be applied to your Account. If there is or has been an inadvertent misuse of your Account which impairs the operations or efficiency of the Service, AxcessNet reserves the right to suspend your Account until the problem has been corrected, without any reduction in your rate for the Service. If your Account is suspended and the outstanding problem has not been resolved within 30 days from your last bill date, the Service may be disconnected. If so, the applicable installation fee will apply if you wish to resume your subscription to the Service.

AxcessNet shall have no responsibility to notify any third party providers of services, merchandise or information of such termination or suspension. Any termination of this Service Agreement shall not relieve you from any amounts owing or other liability accruing hereunder prior to the time that such termination becomes effective.

24. Information.

You hereby acknowledge that AxcessNet and its affiliates may retain and use any information, comments or ideas conveyed by you relating to the Service (including any products and services made available on the Service). This information may be used to provide you with better service. AxcessNet will open and maintain a customer file which will be kept at its office.

25. Miscellaneous.

This Service Agreement, including any and all documents and AxcessNet's policies referenced herein, constitutes the entire agreement between AxcessNet and you pertaining to the subject matter hereof. AxcessNet failure to insist upon or enforce strict performance of any provision of this Service Agreement shall not be construed as a waiver of any provision or right. If any of the provisions contained in this Service Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein. Where any provision of this Service Agreement conflicts with an applicable tariff, the tariff shall supercede this Service Agreement only in respect of the conflicting provision. This Service Agreement shall be governed by and construed in accordance with the laws of the province or territory in which your designated billing address is located and the federal laws of Canada applicable therein. AxcessNet may assign its rights and obligations under this Service Agreement to any affiliated entity without your prior written consent. The parties have required that this Service Agreement and all documents relating there to 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.

READ CAREFULLY. THIS AGREEMENT IMPOSES OBLIGATIONS UPON YOU.

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