BEXX Internet Service Agreement
Terms and Conditions

Standard Agreement as of November 1, 2004

This agreement represents the complete agreement (called the "Agreement") and understanding between BEXX Systems Inc. ("BEXX") and you, the Customer, regarding the "Internet Service", and supersedes any other written or oral agreement between you and BEXX.

For the purposes of this Agreement, "BEXX" shall include BEXX Systems Inc., any affiliated or subsidiary companies of BEXX Systems Inc., and the directors, officers, employees, consultants and agents of all of them. "Internet Service" shall mean the BEXX Internet and/or e-business services that are included in the service plan you purchased. "Customer" and "you" refer to the entity as signed below.

At any time, BEXX may modify these terms and conditions effective as of publication on-line. In the case of modifications that BEXX deems significant, BEXX will make reasonable efforts to inform you by electronic mail in advance of such modifications. You agree that your continued use of BEXX’s Internet Service will be deemed as an undertaking to comply with each of the modifications, which shall be incorporated into this Agreement.

You may terminate this Agreement at any time (subject to the conditions in this Agreement) by notifying our Customer Service Department at 403-282-2440 requesting that BEXX cancel the Internet Service. All fees are non-refundable, except as specified in Section 7.0, "30 Day Satisfaction Guarantee."

1.0 PROVISION OF INTERNET SERVICE

Subject to availability and to this Agreement, BEXX will provide Internet Service on its computing and network systems to you in exchange for payment of fees and compliance with each of the terms and conditions of this Agreement.

2.0 YOUR RESPONSIBILITY

2.1 Security

You are responsible for maintaining the security of your UserIDs and passwords, and for preventing their unauthorized use.

You are responsible for all use of the Internet Service by anyone using the UserIDs. If you become aware, or suspect, that any unauthorized person has obtained or attempted access through the UserIDs or to your accounts, programs, or data, then you shall immediately notify BEXX and change your password(s).

2.2 It’s your account

Only you shall use the UserIDs and you shall not make the UserIDs available to any third party.

2.3 Your programs and data are yours

You have sole responsibility for the preparation of your programs and data. BEXX shall not be responsible for any fault or error in your programs or any programs accessed through the Internet Service.

2.4 Corporate and Group responsibilities

If this Agreement provides Internet Service to a company, group, or other set of customers, it is your responsibility, as the signing party, to ensure that all Internet Service users under this Agreement comply with the terms of this Agreement.

3.0 BILLING

3.1 Contact Information

You are required to provide proper name, phone number and address information so that BEXX is able to contact you if required. You are required to provide BEXX with details of any changes to this information. BEXX may suspend accounts that are found to have false or missing contact information.

3.2 Fee Changes

BEXX reserves the right to set and change fees without notice.

3.3 Accounting Cycle

The BEXX accounting cycle begins on the 1st day of each month. Charges for new accounts are prorated based on the number of days remaining in the month. Charges for terminating accounts are not prorated and will not be refunded.

Your payment in full is due in advance of Internet Service rendered on the first day of each calendar month. Usage sensitive fees will be billed in the month following the usage. Registration/setup fees are not refundable, except as described in Section 7.0, "30 Day Satisfaction Guarantee."

3.4 Delinquent Accounts

Accounts that remain unpaid at the beginning of the next accounting cycle following the due date for payment may be suspended at BEXX’s option. Accounts that are unpaid for three consecutive accounting cycles may, at BEXX’s option, be terminated. BEXX accounts continue to accrue charges while they are suspended. There is an Internet Service reconnection charge equal to the currently charged set-up fee to remove accounts from suspension status.

You acknowledge responsibility for the account until payment in full is received by BEXX. Past due amounts are subject to an interest rate charge of 2% per month (24% per annum) from the date of invoice, subject to the maximum rate permitted by law, in addition to all costs of collection incurred by BEXX (including, without limitation, legal fees and collection agency fees).

3.5 Purchase Orders

You may submit a purchase order for the setup fee and Internet Service fee (subject to approved credit), provided the purchase order meets BEXX requirements. If you wish to use a purchase order, you must provide it along with a signed order form. In the event of any conflict arising between the purchase order and the terms of this Agreement, this Agreement shall take precedence.

3.6 Credit Checks

BEXX reserves the right to obtain and/or exchange information with credit grantors and credit reporting agencies for the purpose of verifying financial standing. If BEXX notifies you that you did not pass the credit check, you must make payment before BEXX commences or reinstates Internet Service.

3.7 Additional Charges

BEXX assumes no responsibility for any additional charges that you may incur while accessing the Internet through a BEXX account.

3.8 Requests for Information

Requests for historical account or billing information will be subject to an administration fee to be determined by BEXX.

3.9 Billing Disputes

If you believe BEXX has billed you incorrectly, you must contact BEXX no later than 60 days after the date of the first billing statement in which the error or problem appeared. Notifications after this period will not be eligible to receive adjustments or credits.

3.10 Plan Changes

You may request a change to your BEXX pricing plan by contacting Customer Service. Pricing plan changes only take effect at the start of the next billing cycle following BEXX’s receipt of the change request.

3.11 Cancellations

Your BEXX account will be renewed for the same period unless you are in breach of this Agreement or cancel the Internet Service. Your request for cancellation must be received in writing via e-mail, fax, or postal service at BEXX’s main office by 5 PM Mountain Time on the 25th day of the month in order to be effective as of the first day of the following month. All BEXX accounts must be paid in full before the cancellation request will be considered complete.

4.0 GENERAL INTERNET SERVICE

4.1 BEXX’s Right to Limit Internet Service

4.1.1 BEXX may limit your access to the Internet Service. BEXX may exercise this discretion arbitrarily, unequally, and unreasonably. Without restricting the generality of this discretion, BEXX may limit your hours of access in any manner, and may limit the amount of storage and memory available to you.

4.1.2 BEXX does not offer mail relaying or news server privileges from external access points. These BEXX services are provided for use by BEXX customers from BEXX access points only.

4.1.3 BEXX reserves the right to prioritize access in periods of peak network demand. You acknowledge that your access may be temporarily restricted.

4.2 Internet Abuse

Certain activities falling under the general category of "Internet abuse" are strongly discouraged and may be grounds for termination of your account without notice. The final decision to terminate your account lies solely at the discretion of BEXX.

The following guidelines may be used to determine if an activity constitutes abuse of Internet resources. Please remember that the Internet is a global community of people, sharing resources for mutual benefit. This community upholds a set of rules, commonly referred to as "netiquette". BEXX expects that you will abide by these rules and promote ethical and responsible behaviour on the Internet.

4.2.1 You may not use your BEXX account to send out large quantities of unsolicited e-mail, whether of a commercial nature or not. Abusive messages that are threatening, harassing or coercive in nature are similarly not permitted. You may not continue sending e-mail messages to another individual or another system who has explicitly requested that you cease.

4.2.2 "Spam" is a popular term used to describe the mass posting of substantially similar messages to one or many Usenet newsgroups. The term is also applicable to similar behaviour in e-mail. Posting multiple messages to individual newsgroups or posting to a large number of newsgroups with a single message are equally prohibited. Please limit your messages to a small number of newsgroups, suited to the subject matter of your message. Maliciously flooding a newsgroup with the intent to disrupt the use of that group by other participants is strictly prohibited.

4.2.3 The distribution of chain letters, pyramid schemes, "Ponzi" schemes, multi-level marketing scams, etc. are strictly prohibited in any form (through e-mail or Usenet news, on IRC, on a Web page, etc.).

4.2.4 Impersonating another user or otherwise falsifying one’s username in e-mail, Usenet postings, on IRC, or with any other Internet service, with the intention to defraud or to avoid recriminations arising from abusive activity are not permitted.

4.2.5 Your account may be terminated if it is involved in any way with Internet abuse, even on another ISP. This includes, but is not limited to: using the BEXX account as a mail reply dropbox, as the recipient of a forwarded e-mail address from another service provider, as a Web page or other service advertised or promoted by the spam, or as an access point to another service provider where the abusive activity is launched.

4.2.6 You agree not to use any process, program, or tool via BEXX Internet Service for guessing the passwords of customers on BEXX or other systems. You agree not to use BEXX Internet Service to make unauthorized attempts to access the systems and networks of others.

4.3 BEXX’s Right to Terminate Internet Service

4.3.1 You authorize BEXX to investigate any violations of the terms of this Agreement and acknowledge that BEXX has the right to suspend access to the account, or discontinue any or all Internet Service temporarily or permanently. The suspension may be rescinded at the discretion of BEXX and may require the payment of a service reconnection charge.

4.3.2 Occasionally, unintentional abuse is misclassified as intentional. Account holders who believe their activity has been misclassified may appeal to BEXX’s Customer Service. The account holder’s sole remedy and BEXX’s sole liability in respect of any misclassification of activity shall be credit for Internet Service fees for the duration of the misclassification applied to the account holder’s account.

4.3.3 Violation of these guidelines, or intentional damage to BEXX systems or other networks via our systems, may result in civil or criminal liability and/or monetary penalties plus clean-up costs. Clean-up costs are charged to the customer at a minimum of $200/hour.

4.3.4 If your account is terminated by BEXX for the reasons described in Section 4.2 "Internet Abuse", you agree not to register another account with BEXX without written permission.

4.4 Pre-Paid Internet Service

If you purchase pre-paid Internet Service in excess of one month, the following conditions apply:

4.4.1 The pre-paid Internet Service begins the day you register and continues non-stop for the duration of the pre-paid period.

4.4.2 At the end of the pre-paid period, your account will automatically renew for the same period unless the Internet Service is cancelled in accordance with Section 3.11 "Cancellations".

4.4.3 If you wish to reinstate a cancelled account, you must do so within 3 months. Otherwise, accounts will be permanently deleted. If you reinstate your account within the 3 month time period you will not receive any credit for the elapsed time that the account was cancelled.

5.0 EMAIL SERVICE

5.1 Account Sharing

BEXX’s single email accounts can be shared although only one person at a time may use the account. If more than one connection at a time is made on your account, simultaneous usage (i.e. overlapping time) may be subject to additional charges. Charges for partial hours will be prorated.

Shared email plans may be shared across multiple users although simultaneous use will be counted towards the monthly allotment, if applicable on that plan.

5.2 All e-mail accounts are provided storage space at BEXX’s discretion. If you reach the storage limit of your account, additional e-mail messages will not be accepted.

6.0 HOSTING SERVICE (Domain Name, Web Site & Domain E-mail)

6.1 Domain Name

You assume responsibility for selecting your domain name and ensuring that use of the domain name does not conflict with the right of any other person. Without limitation, BEXX shall not be liable to you or any other person arising from actual or threatened termination of your right to use a domain name. You agree to pay any third party costs associated with obtaining and maintaining the domain name.

6.2 IP Address Ownership

You acknowledge that BEXX is the owner or authorized User of the Internet Protocol (IP) number assigned to the domain name and web site hosted for you by BEXX.

6.3 Web Site Hosting: http only

You acknowledge that BEXX supplies http hosting services for your Web Site. With http, secure online or internet transmission of data is NOT supported. Online financial transactions are explicitly prohibited.

7.0 INTERNET SERVICE SATISFACTION GUARANTEE

7.1 "30 Day Satisfaction Guarantee"

If you are not fully satisfied with your Internet Service in the first 30 days, BEXX will cancel your Internet Service without penalty and refund the set-up fee (if any) and all but the first month’s service fee for the applicable Internet Service. Requests for refunds must be made within 30 days following activation of the Internet Service. Only one Guarantee is given per Customer within a two year time period.

8.0 INTERNET SERVICE AVAILABILITY

8.1 Availability of Internet Service

BEXX Internet Service is limited and is provided on a "reasonable efforts" basis. Please call Technical Support to report if the Internet Service is unavailable.

Web Site Hosting is considered to be available if your BEXX hosted web site can be accessed (i.e. viewed) from the Internet. Domain E-mail is available if you are able to send and receive e-mail for the specified domain.

8.2 Unavailability of Internet Service

You acknowledge that the Internet Service may be subject to unscheduled and unannounced outages and breakdowns that may not be rectified promptly. There are many reasons why Internet Service may be unavailable:

8.2.1 Scheduled and Unscheduled Maintenance Windows.

BEXX executes repairs and enhancements to its systems and networks on an irregular basis. You will be notified by email in advance when reasonable.

8.2.2 Problems beyond BEXX’s Control.

Internet Service outages may be caused by natural disasters (including, but not limited to, fires, floods and ice storms) war, insurrection, riot, or any other event beyond the reasonable control of BEXX.

8.2.3 Customer Caused Problems.

There may be Customer errors, including, but not limited to, software configuration errors and Customer-owned hardware failures.

8.2.4 Outside the BEXX Network.

There may be problems beyond BEXX’s interconnection at the Internet Network Access Points (NAPs).

8.2.5 Provisioning Not Completed.

The provisioning process must be completed (i.e. domain name approved, accounts created, etc.) in order for the Internet Service to be available.

8.3 Your Responsibility

In the event of the failure or breakdown in the Internet Service, or of the loss or spoiling of your programs or data, BEXX makes no warranty that either will be restored. You assume full responsibility for backing up your own files.

9.0 OTHER TERMS & CONDITIONS

9.1 Local, Provincial & Federal Law

You agree to use the Internet Service as permitted by local, provincial and federal law. You shall not use the Internet Service to carry out any business activity or solicit performance of any activity that is prohibited by law. You expressly agree:

9.1.1 not to knowingly interfere with the lawful use, by others, of their accounts;

9.1.2 not to modify, reverse engineer or, decompile, disassemble, or create derivative works based on BEXX provided software;

9.1.3 not to deliberately release computer viruses or other unauthorized or unwanted computer programs or data onto the Internet;

9.1.4 not to violate copyright, moral rights, or any other rights of any person, firm or corporation;

9.1.5 carry out any other act or omission that is contrary to law.

9.2 Investigations

Your programs shall be and shall remain your property. Notwithstanding, BEXX may in its discretion make and keep backups and examine your programs, data, printed output, and other media in connection with its investigation of malicious disruption of computer services and of breaches of this Agreement either by you or by any other person.

BEXX reserves the right to cooperate with officers of the law of any jurisdiction in monitoring compliance with the laws of that jurisdiction. At the same time, in order to prevent further possible unauthorized activity, BEXX may suspend access to Internet Service for the account in question.

9.3 Age

Customers less than 18 years old must have a parent or legal guardian agree to these conditions to indicate acceptance and knowledge of these terms and an agreement to supervise access by such Customers.

9.4 Objectionable Content

Some of the content available through the Internet deals with subjects, and may contain language or images about subjects which may be considered to be objectionable to some, and are intended solely for adult audiences.

9.5 Warranties

BEXX does not warrant that the Internet Service or equipment will meet specific requirements or that the operation of the Internet Service will be uninterrupted or error-free.

BEXX shall not be liable for any loss or damage sustained by you or any third party, directly or indirectly, as a result of the failure or breakdown of the Internet Service or fault in the programs provided by BEXX or any third party or for any other cause.

Use of any information obtained through the Internet Service is at your own risk.

BEXX AND THE THIRD PARTIES WHO CONTRIBUTE TO THE INTERNET SERVICE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), REGARDING THE INTERNET SERVICE, THE SOFTWARE, OR ANY THIRD PARTY MATERIAL AVAILABLE THROUGH THE INTERNET SERVICE, INCLUDING MERCHANDISE OR INFORMATION, AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE, TO THE GREATEST EXTENT PERMITTED BY LAW, HEREBY EXCLUDED.

FURTHERMORE, THE INTERNET SERVICE, SOFTWARE AND ANY RELATED DELIVERABLES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND -- BEXX DOES NOT WARRANT THAT THEY WILL BE UNINTERRUPTED OR ARE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

IN ADDITION, BEXX DOES NOT 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 OR THAT OTHER USERS WILL NOT GAIN ACCESS TO ANY OF YOUR COMPUTER EQUIPMENT, OR THAT ANY CONTENT, OR OTHER MATERIAL ACCESSIBLE ON THE INTERNET SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.6 Limitation of Liability

BEXX will not be liable to you or to anyone who may claim any right due to a relationship with you for any acts or omissions in the provision of Internet Service under this Agreement or on the part of employees or agents of BEXX unless such acts or omissions are due to wilful misconduct.

There are no other warranties or representations save as set out in this Agreement. The warranties provided herein are in lieu of all other warranties, express or implied, by operation of law or otherwise. BEXX expressly disclaims any warranty or condition of merchantable quality or fitness for a particular purpose.

BEXX shall not be liable for special, incidental, indirect or consequential damages arising from the use, performance or furnishing of the Internet Service hereunder.

BEXX shall not be liable for any loss of use, profit or revenue including profits, downtime, goodwill, damage to or replacement of equipment and property and any cost of recovering reprogramming or reproducing any program or data stored in or used with the Internet Service.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE INTERNET SERVICE -- BEXX AND THE THIRD PARTIES WHO CONTRIBUTE TO THE INTERNET SERVICE ARE NOT RESPONSIBLE FOR ANY LOSS, DAMAGE OR COST (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES AND PERSONAL INJURIES) YOU OR ANYONE ELSE USING YOUR ACCOUNT MIGHT INCUR DUE TO YOUR USE OR INABILITY TO USE THE INTERNET SERVICE.

IF YOU LIVE IN A PROVINCE OR TERRITORY WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE INTERNET SERVICE, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW.

IN NO EVENT SHALL BEXX’S LIABILITY OR THE LIABILITY OF THIRD PARTIES WHO CONTRIBUTE TO THE SERVICE EXCEED (1) FOR INJURY TO PROPERTY OR PERSON CAUSED BY OUR NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES TO THE PROPERTY OR PERSON, OR (2) FOR ALL OTHER CLAIMS, ACTIONS OR DAMAGES PERMITTED UNDER THIS AGREEMENT, SERVICE FEES PAID BY YOU HEREUNDER FOR THE CURRENT MONTH OF INTERNET SERVICE.

9.7 Indemnification

You shall indemnify and save harmless BEXX and its directors, officers, employees and their successors, assignees, heirs or legal personal representatives, as applicable (the "Indemnitees") from and against any suit, claim, action, cause of action, debt, liability, or damages suffered or incurred by the Indemnitees or any of them in respect of any action or inaction on the part of BEXX in providing the Internet Service hereunder or which arise from a breach of this Agreement by you, unless BEXX is judged by a court of competent jurisdiction to be guilty of willful misconduct.

You shall indemnify BEXX against any claim by a third party for alleged infringement of any copyright or any other intellectual property rights which arises as a result of the storage or processing of any of your programs or data on or through the Internet Service.

9.8 No Assignment

You shall not sell, transfer, or assign this Agreement without the prior written consent of BEXX. Any act in derogation of the foregoing shall be null and void, and you will remain obligated under this Agreement.

BEXX may sub-contract performance of its obligations hereunder to third parties but shall not be relieved of its responsibilities thereby.

9.9 Notice

Any notice provided or permitted hereunder shall be in writing and given by personal delivery, mail, or electronic communication and, if intended to be given to you, addressed to you at the address set forth on this Agreement and, if intended to be given to BEXX, addressed to BEXX at 11 Celtic Road NW, Calgary, AB T2K 1S6, Attention: BEXX Customer Service.

9.10 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

9.11 Choice of Law and Waiver of Trial by Jury

This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, excluding its conflict of laws principles, and the parties consent to personal jurisdiction of and venue in the provincial courts located in and serving Calgary, Alberta. Each party waives a jury trial in any matter arising out of or relating to this Agreement.

You acknowledge that you have read and understand this Agreement and agree to be bound by its terms. You represent and warrant that you have full power and authority to execute and deliver this Agreement and to perform the obligations thereunder.

IN WITNESS WHEREOF, SIGNED by the Customer,

(per) Signature__________________________________

(per) Name______________________________________ Date ________________________

Company Name _________________________________

Address________________________________________

Address________________________________________

Phone/Fax______________________________________